<PAGE>
BOSTON TECHNOLOGY, INC.
100 Quannapowitt Parkway
Wakefield, Massachusetts 01880
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 1997
To the Stockholders:
The Annual Meeting of Stockholders of Boston Technology, Inc. (the
"Company") will be held at the Boston Marriott Copley, 110 Huntington Avenue,
Boston, Massachusetts, on Wednesday, June 25, 1997 at 3:00 p.m., EDT,
to consider and act upon the following matters described in the Proxy
Statement:
1. To elect seven directors for the ensuing year.
2. To approve an Amendment to the Company's 1996 Stock Incentive Plan as
described in the Proxy Statement.
3. To approve an Amendment to the Company's 1995 Employee Stock Purchase Plan
as described in the Proxy Statement.
4. To approve an Amendment to the Company's 1995 Director Stock Option Plan
as described in the Proxy Statement.
5. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Stockholders of record at the close of business on May 7, 1997 are
entitled to notice of, and to vote at, the meeting. The stock transfer books
of the Company will remain open for the purchase and sale of the Company's
Common Stock.
All stockholders are cordially invited to attend the meeting.
By order of the Board of Directors
Carol B. Langer, Secretary
Wakefield, Massachusetts
May 15, 1997
<PAGE>
<PAGE>
THE BOARD OF DIRECTORS CONSIDERS THE VOTE OF ALL STOCKHOLDERS TO BE
IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. STOCKHOLDERS
WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE
SENT IN THEIR PROXIES.
<PAGE>
<PAGE>
BOSTON TECHNOLOGY, INC.
100 Quannapowitt Parkway
Wakefield, Massachusetts 01880
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
June 25, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Boston Technology, Inc. (the "Company") for
use at the Annual Meeting of Stockholders of the Company (the "Annual Meeting")
to be held at the Boston Marriott Copley, 110 Huntington Avenue, Boston,
Massachusetts, at 3:00 p.m., EDT on Wednesday June 25, 1997, (and at any
adjournments thereof), for the purposes set forth in the foregoing Notice.
The close of business on May 7, 1997 has been established as the record
date for determining the stockholders entitled to notice of and to vote at the
Annual Meeting, and at any adjournments thereof. As of the record date, there
were issued and outstanding and entitled to vote 26,047,036 shares of Common
Stock of the Company, par value $.001 per share ("Common Stock"). Holders of
shares of Common Stock are entitled to one vote for each share owned at the
record date on all matters to come before the meeting and any adjournments
thereof.
This Proxy Statement and the accompanying proxy materials were mailed
to stockholders of the Company on or about May 15, 1997. The financial
statements of the Company for the fiscal year ended January 31, 1997 are
contained in the Annual Report to Stockholders which is being mailed to
stockholders of the Company together with this Proxy Statement.
All proxies will be voted in accordance with the instructions contained
therein. If no choice is specified, the proxies will be voted in favor of the
proposals set forth in the Notice and, with respect to any other business which
may properly come before the meeting, in the discretion of the named proxies.
Any proxy may be revoked by a stockholder at any time before it is exercised by
written revocation sent to Carol B. Langer, Secretary of the Company.
Votes Required
A quorum at the Annual Meeting shall consist of one-third (1/3) of the
outstanding shares of Common Stock entitled to vote, represented in person or
by proxy. The seven director nominees who receive a plurality of the votes
cast by stockholders entitled to vote at the Annual Meeting will be elected.
The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented at the Annual Meeting and voting on the matter is
required for the approval of the other matters set forth in the foregoing
Notice.
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<PAGE>
<PAGE>
Shares of Common Stock represented in person or by proxy at the Annual
Meeting (including shares which abstain or do not vote with respect to one or
more of the matters presented at the Annual Meeting) will be tabulated by the
inspectors of election appointed for the meeting and will determine whether or
not a quorum is present. The inspectors of election will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
number of shares that are present and entitled to vote with respect to any
particular matter, but will not be counted as a vote in favor of such matter.
Accordingly, an abstention from voting on a matter by a stockholder present in
person or represented by proxy at the Annual Meeting has the same legal effect
as a vote "against" the matter even though the stockholder or interested
parties analyzing the results of the voting may interpret such vote differently.
If a broker holding stock in "street name" indicates on the proxy that it does
not have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as voting on such matter nor as
present and entitled to vote with respect to that matter. Accordingly, a
"broker non-vote" has no effect on the voting of any matter to be acted upon at
the Annual Meeting.
Beneficial Ownership
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of April 30, 1997, by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
Common Stock, (ii) each of the Company's directors, (iii) each executive officer
named in the "Summary Compensation Table" and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares Percentage of Common
Name of Beneficial Owners Beneficially Owned(1) Stock Outstanding
Directors and Executive Officers
<S> <C> <C>
Greg C. Carr (2)............................................. 2,423,600 8.9%
Richard J. Connaughton....................................... 67,200 (3) *
Herman B. Leonard............................................ 209,200 (4) *
Joseph E. Norberg............................................ 60,000 (4) *
Richard K. Snelling.......................................... 85,348 (4) *
Francis E. Girard.. ......................................... 240,280 (5) *
George J. Matz .............................................. 23,334 (5) *
Robert J. Slezak............................................. 213,333 (5) *
John M. Weaver............................................... 64,636 (5) *
A. K. Wnorowski.............................................. 140,187 (5) *
All directors and executive officers
as a group (12 persons)................................ 3,629,315 (6) 13.4%
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Non-Directors or Officers
<S> <C> <C>
Swiss Bank Corporation....................................... 2,192,765 (7) 8.1%
John C.W. Taylor............................................. 273,950 (8) 1.0%
</TABLE>
* Less than 1%
(1) The number of shares beneficially owned by each stockholder is
determined under rules of the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has sole or shared voting power or investment power and
also any shares which the individual has the right to acquire within 60 days
after April 30, 1997 through the exercise of any stock option or other right.
Unless otherwise indicated, each person has sole investment and voting power
(or shares such power with his or her spouse) with respect to the shares set
forth in the table. The inclusion herein of any shares deemed beneficially
owned does not constitute an admission of beneficial ownership of those shares.
(2) The business address for Mr. Carr is c/o Boston Technology, Inc.,
100 Quannapowitt Parkway, Wakefield, Massachusetts 01880.
(3) Includes 60,000 shares which Mr. Connaughton has the right to acquire
within 60 days after April 30, 1997 upon exercise of outstanding stock options;
and 2,200 shares which Mr. Connaughton holds in a Trust and to which
Mr. Connaughton disclaims beneficial ownership. Mr. Connaughton has no voting
or dispositive power over the shares held in such Trust.
(4) Includes 75,000, 60,000 and 45,000 shares which Messrs. Leonard, Norberg
and Snelling, respectively, have the right to acquire within 60 days after April
30, 1997 upon exercise of outstanding stock options.
(5) Includes 177,980, 23,334, 213,333, 63,334 and 30,793 shares which
Messrs. Girard, Matz, Slezak, Weaver and Wnorowski, respectively, have the right
to acquire within 60 days after April 30, 1997 upon exercise of outstanding
stock options.
(6) Includes 857,639 shares which all executive officers and directors as a
group have the right to acquire within 60 days after April 30, 1997 upon
exercise of outstanding stock options. Also includes the shares described in
note (3) above.
(7) Based solely on a Schedule 13G filed on February 12, 1997 by Brinson
Partners, Inc. ("BPI") on behalf of itself, Brinson Trust Company ("BTC"),
Brinson Holdings, Inc. ("BHI"), SBC Holding (USA), Inc. ("SBCUSA") and Swiss
Bank Corporation ("SBC"), denoting their aggregate purchase of the shares shown
above. BTC is a wholly-owned subsidiary of BPI. BPI is a wholly-owned
subsidiary of BHI; BHI is a wholly-owned subsidiary of SBCUSA; and SBCUSA is a
wholly-owned subsidiary of SBC.
(8) Includes 273,950 shares which Dr. Taylor, the Company's former President
and CEO, has the right to acquire within 60 days after April 30, 1997 upon
exercise of outstanding stock options.
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<PAGE>
<PAGE>
ELECTION OF DIRECTORS
The persons named in the enclosed Proxy will vote to elect as directors
the seven nominees named below, unless authority to vote for the election of
directors is withheld by marking the Proxy to that effect or the Proxy is marked
with the names of directors as to whom authority to vote is withheld. The Proxy
may not be voted for more than seven directors.
All of the directors so elected will serve until the next Annual Meeting
of Stockholders and until their respective successors are elected and qualified.
If a nominee becomes unavailable, the person acting under the Proxy may vote the
Proxy for the election of a substitute. It is not presently contemplated that
any of the nominees will be unavailable.
The following table sets forth the name and age of each nominee and the
positions and offices held by him, his principal occupation and business
experience and the year in which he first became a director of the Company:
<TABLE>
<CAPTION>
Director
Name and Principal Occupation Age Since
<S> <C> <C>
Greg C. Carr.................................................... 37 1986
Chairman of the Board of Directors of the Company
Richard J. Connaughton.......................................... 46 1988
President of Connaughton Development Corporation
Herman B. Leonard............................................... 44 1989
Professor and Academic Dean for Teaching Programs,
Kennedy School of Government, Harvard University
Joseph E. Norberg............................................... 50 1990
Executive Vice President and Chief Operating Officer of
Hill, Holliday, Connors, Cosmopulos, Inc.
Richard K. Snelling............................................. 65 1993
Chairman and Chief Executive Officer of Videoconferencing
Systems, Inc.
Francis E. Girard............................................... 58 1996
President and Chief Executive Officer of the Company
Robert J. Slezak................................................ 47 1996
Executive Vice President of Technology and Marketing
of the Company
</TABLE>
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<PAGE>
<PAGE>
Mr. Carr, one of the Company's two co-founders, served as President and Chief
Executive Officer of the Company from April 1986 to August 1992. He has served
as a director since the Company's formation in April 1986 and as Chairman of the
Board since April 1992. Mr. Carr also is Chairman of Prodigy, Inc., a global
Internet service provider. He holds a B.S. degree in History from Utah State
University and a Masters Degree in Public Policy from Harvard University.
Mr. Connaughton has been a director of the Company since November 1988. He has
been the President of Connaughton Development Corporation, a high technology
investment and development firm based in Massachusetts, since he founded that
firm in 1987. From 1972 to 1987, Mr. Connaughton held several positions with
Wang Laboratories, Inc., a manufacturer of computers, word processing equipment
and related peripheral devices, including Vice President of Telecommunications
Products from 1986 to 1987 and Vice President of Independent Sales Organizations
from 1984 to 1986. He received a B.S. degree in Mathematics from Springfield
College in 1972.
Dr. Leonard has served as a director of the Company since November 1989 and
previously served as its Treasurer from January 1987 until November 1989. Dr.
Leonard is the Baker Professor of Public Management at the Kennedy School of
Government, Harvard University, a position which he has held since 1986, and
the Academic Dean for the Teaching Programs, also at Harvard University, a
position which he has held since July 1992. He was an Associate Professor of
Public Policy from 1983 to 1986, and an Assistant Professor from 1979 to 1983,
at Harvard University. Dr. Leonard holds A.B., A.M. and Ph.D. degrees in
Economics from Harvard University.
Mr. Norberg has been a director of the Company since May 1990. Mr. Norberg is
currently Executive Vice President and Chief Operating Officer at Hill,
Holliday, Connors, Cosmopulos, Inc., an advertising agency in Boston. He
joined the company in 1986 as Chief Financial Officer, and became Chief
Operating Officer in 1996. Prior to joining Hill, Holliday, Mr. Norberg held a
number of positions at Wang Laboratories, Inc., including European Controller,
Vice President/International Controller and Vice President/Controller/US.
Before joining Wang, Mr. Norberg served as Audit Manager at Ernst and Young for
eight years. Mr. Norberg received a Bachelor of Science in Management in 1968
from Boston College.
Mr. Snelling has served as a director of the Company since November 1993.
Mr. Snelling was employed for 35 years by Southern Bell and BellSouth
Telecommunications and retired from BellSouth as Executive Vice President in
December 1991. He was the founder and Director/CEO of the Georgia Center of
Advanced Telecommunications Technology and served as its Chairman of the Board
until February 1993. He is currently Chairman and Chief Executive
Officer of Videoconferencing Systems, Inc., a worldwide provider of
videoconferencing systems to businesses. He also serves on the Boards of
Digital Wireless and Home Wireless Network. Mr. Snelling is an engineering
graduate of the University of Florida and a registered professional engineer
and member of the Georgia and National Society of Professional Engineers. He
is a Fellow in the Institute of Electrical and Electronics Engineers. In
addition, he is a member of the Georgia Technology Engineering Advisory Council
and the President's Council of the University of Florida. Mr. Snelling is
also a member of the Georgia Technology Hall of Fame and presently serves as the
Southeast Region Chairman of the American Electronics Association.
-5-
<PAGE>
<PAGE>
Mr. Girard was elected President and Chief Executive Officer of the Company
effective May 31, 1996, and appointed as a director effective May 16, 1996.
Previously he served as Executive Vice President of World Sales since October
1994. He joined the Company in January 1989 as Senior Vice President of Sales
and assumed the position of Senior Vice President and General Manager of North
American Markets in January 1994. Previously, he was Vice President of Sales,
Marketing and Support for NEC Information Systems, Inc., a U.S. distributor of
NEC computers and peripherals, from 1985 to 1989. Mr. Girard has also served as
Director of Marketing for the National Independent Sales Organization and
Reseller Marketing programs at Wang Laboratories, Inc., from 1983 to 1985, in
addition to several other sales and marketing management positions. Mr. Girard
holds a B.A. degree in Business from Merrimack College.
Mr. Slezak, who was appointed as a director effective May 16, 1996, has served
as Executive Vice President of Technology and Marketing of the Company since
June 1996. He joined the Company in May 1992 as Vice President of Research and
Development and was appointed Executive Vice President of Development in October
1994. From 1987 to 1990, he was employed by International Computers, Ltd., a
provider of high-end computer systems to RBOCs and other users, where he held
the position of Vice President, Engineering. Previously, Mr. Slezak was
Director, Core Systems Software, in addition to holding several other software
development and management positions, at Wang Laboratories, Inc., from 1979 to
1987. Mr. Slezak holds a B.S. degree in Mechanical and Aerospace Engineering,
a Masters degree in Computer Science from the Illinois Institute of Technology,
and a Masters degree in Management from Northwestern University.
There are no family relationships among any of the Company's executive officers
and directors.
Meetings of the Board of Directors and Committees
During the fiscal year ended January 31, 1997, the Board of Directors held ten
meetings. The Company has an Audit Committee, consisting of Messrs.
Connaughton, Leonard and Norberg, which met two times in the fiscal year ended
January 31, 1997. The Company has a Compensation Committee, consisting of
Messrs. Connaughton, Norberg and Snelling, which met four times in the fiscal
year ended January 31, 1997. The Company has no standing Nominating Committee
or committee serving a similar function. During the fiscal year ended January
31, 1997, each director attended over 75% of the total number of meetings of
the Board of Directors and committees of which he was a member.
The principal responsibilities of the Audit Committee of the Board of Directors
are to (a) review the performance of the Company's auditors during the annual
audit, (b) review the Company's internal control policies and procedures, and
(c) consider and recommend the selection of the Company's independent auditors.
The responsibilities of the Compensation Committee are described in its report
included in this Proxy Statement.
-6-
<PAGE>
<PAGE>
Director Compensation
Directors who are also officers of the Company do not receive compensation for
their services to the Company as directors. Directors who are not officers of
the Company are reimbursed for out-of-pocket expenses for attending Board and
committee meetings, but otherwise receive no compensation for service as
directors.
In June 1995, the stockholders of the Company approved the 1995 Director Stock
Option Plan (the "1995 Director Plan"). The 1995 Director Plan provides that an
option to purchase 30,000 shares of Common Stock of the Company be granted to
eligible directors on March 1, 1995. Accordingly, on March 1, 1995, Messrs.
Connaughton, Leonard, Norberg and Snelling each received an option to purchase
30,000 shares of Common Stock at an exercise price of $12.63 per share.
In addition, on May 8, 1997, such directors received an option to purchase
30,000 shares of Common Stock at an exercise price of $24.13 per share, subject
to stockholder approval of the proposed ammendment to the 1995 Director Plan.
The 1995 Director Plan also provides that an option to purchase 30,000 shares
shall be granted to an eligible director upon his or her initial election as a
director. All options granted under the 1995 Director Plan vest and become
exercisable in increments of 10,000 each on the date of the first, second and
third annual meetings of the stockholders after the date of grant. An optionee
may exercise his or her option only while he or she is a director of the
Company, or up to three (3) years after he or she ceases to be a director of
the Company. All options granted under the 1995 Director Plan have an
exercise price equal to the fair market value of the Common Stock on the date of
grant and terminate on the tenth anniversary of the date of grant.
Executive Officers
Executive officers are generally elected by the Board of Directors annually at
its meeting immediately preceding the Annual Meeting of Stockholders, and hold
office until the next annual meeting unless they sooner resign or are removed
from office. The following table sets forth the name, age and principal
position with the Company of each current executive officer:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <S>
Valerie H. Gilman................................... 39 Vice President of Human Resources
Francis E. Girard................................... 58 President and Chief Executive Officer
Carol B. Langer..................................... 47 Senior Vice President of Finance, Chief
Financial Officer, Treasurer and Secretary
George J. Matz...................................... 47 Vice President of World Sales
Robert J. Slezak.................................... 47 Executive Vice President of Technology
and Marketing
John M. Weaver...................................... 42 Senior Vice President of Operations and
Customer Support
A. K. Wnorowski...................................... 55 Senior Vice President of Strategic Alliances and
General Counsel
</TABLE>
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<PAGE>
<PAGE>
Ms. Gilman has served as Vice President of Human Resources since August 1995.
Previously, from 1990 to 1995, Ms. Gilman held several positions with Avnet,
Inc., a distributor of electronic components and computers, including Regional
Director of Human Resources. Prior to her employment at Avnet, she was employed
as Corporate Director of Human Resources at Maynard Plastics from 1988 to 1990.
From 1979 to 1982 and 1984 to 1990, Ms. Gilman held various Human Resources
positions at M/A-Com, Inc., which included five years at the MAC division where
she assumed the role of Director of Human Resources. From 1982 to 1984, Ms.
Gilman was a College Relations Coordinator and Human Resources Representative
at GTE Communications Systems Division. Ms. Gilman holds a B.A. degree in
Psychology from the University of Massachusetts at Amherst.
Mr. Girard's biography appears in the "Election of Directors" section of this
Proxy Statement.
Ms. Langer has served as Senior Vice President of Finance, Chief Financial
Officer, Treasurer and Secretary, since August 1995, and served as Vice
President of Finance, Chief Financial Officer and Treasurer, from October 1994
to August 1995. She joined the Company in January 1993 as Corporate Controller.
Previously she was a Senior Audit Manager with KPMG Peat Marwick from 1987 to
1993. Prior to her employment with KPMG Peat Marwick, she was Controller for
Charles River Biotechnical Services, Inc., from 1986 to 1987. From 1982 to 1986
she was a Financial Planning Manager at M/A-Com MAC, Inc. and from 1978 to 1982
she was an Audit Manager at KPMG Peat Marwick. Ms. Langer holds an M.S. degree
in Accounting from Northeastern University, and an A.B. degree in English
Language and Literature from Boston University. She is also a Certified Public
Accountant in Massachusetts.
Mr. Matz has served as Vice President of World Sales since June 1996. He joined
the Company in December 1995 as Area Vice President Southern Region based in
Atlanta. Previously he was the Executive Director of World Sales with Dale,
Gesek, McWilliams and Sheridan, Inc. (DGM&S) from 1994 to 1995. Prior to his
employment with DGM&S he was the Director of North American Sales with Summa
Four, Inc., from 1990 to 1994. Prior to his employment with Summa Four, Inc.,
Mr. Matz was the Regional Sales Director for Microtel Ltd., from 1987 to 1990.
Mr. Matz holds a B.S. degree in Education from Wilkes University. He has
completed business graduate studies at Pennsylvania State University.
Mr. Slezak's biography appears in the "Election of Directors" section of this
Proxy Statement.
Mr. Weaver has served as Senior Vice President of Operations and Customer
Support since February 1997. He joined the Company in November 1994 as Vice
President of Operations and Customer Support. From 1979 through November 1994,
Mr. Weaver held various positions with Digital Equipment Corporation, a computer
manufacturing company, including Plant Manager, Manager of Manufacturing
Engineering and Operations, and other manufacturing management positions.
Previously he was employed by the General Electric Corporation from 1976 to
1979. Mr. Weaver holds a B.S. Degree in Mechanical Engineering from the
University of Notre Dame. Mr. Weaver has completed masters courses in
Computer Science and Industrial Engineering at Rensselaer Polytechnic
University.
-8-
<PAGE>
<PAGE>
Mr. Wnorowski has served as Senior Vice President of Strategic Alliances and
General Counsel since August 1995. He joined the Company in November 1991 as
Senior Vice President of Administration, responsible for all human resources,
legal and administrative matters. He was elected to the additional position of
General Counsel in July 1992. In October 1994, he relinquished the
responsibility for human resources and assumed responsibility for Information
Services and Support until August 1995. Prior to joining the Company, Mr.
Wnorowski served from 1986 to September 1990 as Senior Vice President and
General Counsel for US Sprint Communications Company. From 1985 to 1986, he
was Vice President-General Counsel and Regulatory for GTE Sprint Communications
Company. He previously held executive and general counsel positions with seven
GTE Corporation telephone operating companies during the period from 1973
through 1985. After leaving US Sprint in 1990, Mr. Wnorowski was associated
with the Kansas City, Missouri law firm of Spencer, Fane, Britt and Browne.
Mr. Wnorowski holds a B.A. degree from Niagara University and a J.D. degree from
St. John's University School of Law.
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<PAGE>
<PAGE>
Compensation Tables
The following table provides information on the compensation received by
the Chief Executive Officer, the Company's former Chief Executive Officer and
the four other most highly compensated executive officers during fiscal year
1997 (collectively, the "named executive officers") and for the three fiscal
years ended January 31, 1997.
<TABLE>
<CAPTION>
Annual Compensation Long-term
------------------- Compensation
Awards
Name Other All Other
and Annual Securities Compen--
Principal Fiscal Salary Bonus Compensation Underlying sation
Position Year ($) ($) ($) Options (#) ($) 1
<S> <C> <C> <C> <C> <C> <C>
Francis E. Girard 1997 $312,000 $157,500 $ 23,000 3 350,000 $ 1,500
President and CEO 2 1996 $200,000 $ 63,000 $ 12,000 3 85,000 $ 1,500
1995 $178,000 $112,000 $ 12,000 3 50,000 $ 1,500
John C.W. Taylor 1997 $237,000 - - - - 33,950 - -
Former President and CEO4 1996 $275,000 - - $ 42,000 5 27,717 - -
1995 $263,000 - - $ 52,000 5 50,000 - -
George J. Matz 1997 $197,000 $ 97,000 $ 27,000 5 80,000 $ 1,500
Vice President of World Sales 1996 $ 14,000 6 - - - - 20,000 - -
Robert J. Slezak 1997 $216,000 $ 98,000 - - 70,000 $ 400
Executive Vice President of 1996 $192,000 $ 63,000 - - 55,000 $ 1,500
Technology and Marketing 1995 $160,000 $108,000 - - 25,000 $ 1,500
John M. Weaver 1997 $166,000 $ 72,000 - - 50,000 $ 1,500
Senior Vice President of 1996 $153,000 $ 37,000 - - 40,000 $ 1,500
Operations and Customer Service 1995 $ 30,000 7 $ 38,000 $ 44,000 5 60,000 - -
A.K. Wnorowski 1997 $189,000 $ 87,000 - - 40,000 $ 1,500
Senior Vice President of 1996 $183,000 $ 37,000 - - 20,000 $ 1,500
Strategic Alliances and 1995 $174,000 $ 73,000 - - 15,000 $ 1,500
General Counsel
</TABLE>
1 Represents company matching contributions to the Boston Technology
Employee Savings and Profit Sharing Plan (401(k) Plan).
2 Mr. Girard, formerly Executive Vice President of Worldwide Sales, began
serving as the Company's President and Chief Executive Officer effective May 31,
1996.
3 Represents aggregate monthly expense stipends paid pursuant to
Mr. Girard's employment agreement.
4 Dr. Taylor resigned as President and Chief Executive Officer and a
director of the Company effective May 31, 1996.
5 Represents relocation expenses associated with the hiring of
Messrs. Taylor, Matz and Weaver.
6 Mr. Matz joined the Company on December 11, 1995.
7 Mr. Weaver joined the Company on November 15, 1994.
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<PAGE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes stock options granted during fiscal 1997
to the named executive officers under the Company's stock option plans. The
amounts shown as potential realizable values of these options are based on
assumed annual rates of appreciation in the price of the Company's Common
Stock of five percent and ten percent over the term of the options, as required
by the Securities and Exchange Commission, and are not intended to forecast
future appreciation of the Company's stock price. The named officers will
realize no gain upon the exercise of these options without an increase in the
price of the Company's Common Stock, which increase will benefit all
stockholders proportionately.
<TABLE>
<CAPTION>
Individual Grants
-------------------
Number of Percent Potential Realizable
Securities of Total Value at Assumed
Underlying Options Annual Rates of
Options Granted to Exercise or Price Appreciation for
Granted Employees in Base Price Expiration Option Term
Name (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Francis E. Girard 200,000 1 17.2% $ 14.88 04/28/2006 $ 1,871,590 $ 4,742,978
150,000 2 12.9% $ 24.38 12/23/2006 $ 2,299,868 $ 5,828,316
John C.W. Taylor 33,950 3 2.9% $ 14.88 04/28/2006 $ 358,846 $ 936,150
George J. Matz 50,000 4 4.2% $ 14.88 04/28/2006 $ 467,898 $ 1,185,744
10,000 4 0.9% $ 14.63 08/14/2006 $ 92,007 $ 233,165
20,000 4 1.7% $ 29.75 01/28/2007 $ 374,192 $ 948,277
Robert J. Slezak 60,000 4 5.2% $ 14.88 04/28/2006 $ 561,477 $ 1,422,893
10,000 4 0.9% $ 29.75 01/28/2007 $ 187,096 $ 474,138
John M. Weaver 30,000 4 2.6% $ 14.63 08/14/2006 $ 276,022 $ 699,494
20,000 4 1.7% $ 29.75 01/28/2007 $ 374,192 $ 948,277
A.K. Wnorowski 30,000 4 2.6% $ 14.63 08/14/2006 $ 276,022 $ 699,494
10,000 4 0.9% $ 29.75 01/28/2007 $ 187,096 $ 474,138
</TABLE>
1 Option vests in four equal annual installments beginning one year after the
date of grant.
2 30,000 options vest in the first, second and third year after the date of
grant, and 60,000 options vest in the fourth year after the date of grant.
3 Option vests in its entirety on the date of grant.
4 Option vests in three equal annual installments beginning one year after the
date of grant.
-11-
<PAGE>
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL
AND FISCAL YEAR-END OPTION VALUES
The following table summarizes the net value realized on the exercise of options
in fiscal 1997, and the value of outstanding options as of January 31, 1997,
for the named executives officers.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money Options
Underlying Unexercised at Fiscal Year-End
Options at Fiscal Year-End (#) ($) 2
Shares Acquired Value
Name on Exercise (#) Realized ($)(1) Exerciseable Unexerciseable Exerciseable Unexerciseable
<S> <C> <C> <C> <C> <C> <C>
Francis E. Girard - - - - 116,314 431,666 $ 2,298,784 $ 5,579,439
John C.W. Taylor 50,000 $705,250 448,950 - - $ 9,964,548 - -
George J. Matz - - - - 6,667 93,333 $ 110,872 $ 1,206,828
Robert J. Slezak - - - - 186,667 114,999 $ 4,686,691 $ 1,736,466
John M. Weaver - - - - 53,334 96,666 $ 929,444 $ 1,311,156
A.K. Wnorowski 43,510 $543,896 30,793 58,333 $ 606,777 $ 811,778
</TABLE>
1 The value of exercised options is calculated by subtracting the
aggregate exercise or base price from the aggregate fair market value of the
securities underlying the options as of the exercise date.
2 The value of unexercised in-the-money options is calculated by
subtracting the aggregate exercise or base price from the aggregate fair market
value of the securities underlying the options as of the fiscal year-end.
-12-
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The following table shows a five year cumulative total return to
stockholders for Boston Technology, Inc. ("BSN"), the CRSP Total Return Index
for the Nasdaq National Market (U.S. Companies) (the "Nasdaq Composite Index")
and Standard & Poors Communication Equipment/Manufacturers Index and the
New York Stock Exchange Composite Index assuming an investment of $100 on
January 31, 1992 and the reinvestment of all dividends. Measurement points
are the last trading days for the fiscal years ending on the dates listed below.
Until January 10, 1997, the Company's Common Stock was traded on the Nasdaq
National Market. Since January 13, 1997, the Company's Common Stock has been
traded on the New York Stock Exchange.
<TABLE>
<CAPTION>
1/31/92 1/31/93 1/31/94 1/31/95 1/31/96 1/31/97
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Boston Technology, Inc. $100 $223 $313 $347 $363 $823
NASDAQ Composite Index $100 $113 $130 $124 $175 $229
S&P Comm. Equip./Mfg. Index $100 $106 $105 $110 $178 $228
NYSE Composite Index $100 $107 $119 $114 $150 $183
</TABLE>
-13-
<PAGE>
<PAGE>
Report of the Board of Directors - Compensation Committee
The Company's compensation program is administered by a Compensation
Committee. This Committee was formed by the Board of Directors in May 1993
and currently consists of Messrs. Connaughton, Norberg and Snelling, all of whom
are non-employee directors. The responsibilities of the Compensation Committee
are to (a) establish the total compensation package of the President and Chief
Executive Officer, (b) review and approve the compensation of executive officers
including salary, bonus, stock options and other compensation, and (c) review
and approve the grant of stock options for all employees of the Company.
Compensation Philosophy
The Company's Executive Compensation Program has been structured to
attract, retain and reward executive officers for meeting the Company's goals
and objectives for each individual fiscal year, as well as to achieve its
long-term strategies. In determining executive compensation, input is received
from the President and Chief Executive Officer and the Human Resources
Department.
In establishing overall compensation for its executives, the Company
reviews compensation surveys of growth companies in the high technology
industry. In order to attract and retain executives who are qualified to
undertake multiple responsibilities in a fast growing company, the Board also
considers the experience and background of the individual executive and the
breadth of responsibilities that he or she is expected to assume with the
Company. The Compensation Committee believes all of the executives, including
the President and Chief Executive Officer, must be familiar with all aspects
of the business in order for the Company to identify and implement, through
its executive officer team, the necessary vision to allow the Company to grow
its business and reward stockholders through increased value of their holdings.
Executive Compensation Structure
The compensation of executive officers consists of a base salary, an
annual bonus, which is based upon a percentage of the executive's base salary,
and stock options granted through the Company's 1996 Stock Incentive Plan.
Base Salary: In fixing salary, the Committee's goal is to assure a base salary
level sufficient to attract and retain key executives, but to balance that goal
with significant bonus and long-term incentives which assure that a significant
portion of compensation is dependent upon financial performance of the Company.
During fiscal year 1997 the Committee approved an average merit increase of
approximately 4.5% for all executives. Percentage increases for each member
of the executive team varied based upon position in market range and overall job
performance.
-14-
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<PAGE>
Bonuses: The annual bonus is allocated at fifty percent (50%) for achievement
of the Company's financial goals and the resultant increase in stockholder
value, and fifty percent (50%) for achievement of the individual's personal
performance goals. During fiscal year 1997, the Company achieved its financial
goals, with a growth in net income amounting to 288% over fiscal year 1996 and
net income per share increasing by 268% over fiscal year 1996. (Fiscal year-
to-year comparison excludes the effect of certain non-recurring charges in
fiscal year 1996.) As a result of this performance, the Board awarded the full
100% of the Company portion. The determination of the actual percentage which
was paid to each executive with respect to the personal performance portion was
based upon a subjective evaluation by the President and Chief Executive Officer
of the individual's performance and contribution to the Company's overall
performance, and were approved in each case by the Compensation Committee.
The aggregate of bonus payments to the exectuive officers has a group amounted
to $636,723.
Stock Options: In 1996, the stockholders approved the 1996 Stock Incentive
Plan which allows the Company the flexibility to issue stock options and/or
Common Stock to executives and employees, as determined by the Compensation
Committee. It is the judgment of the Compensation Committee that stock options
are important incentives for executive officers to remain with the Company and
to align their interests with those of the stockholders. Stock options are
granted to executive officers on the same terms as other employees of the
Company, without any discount in the exercise price, which price is fixed at
the fair market value on the date of the grant. Furthermore, executive
officers' stock options generally vest over a period of three or more years,
providing an incentive for continued employment with the Company.
The Committee considers the grant of options to executive officers on an annual
basis, in order to permit the regular valuation of management equity
participation and to monitor the corresponding impact on equity dilution to
stockholders. In granting options, the Committee considers current equity
ownership and anticipated contrubutions to the Company. During fiscal year
1997, the Compensation Committee approved the grant of 670,000 options to
purchase shares for all executive officers as a group (including Mr. Girard),
at exercise prices ranging from $14.63 to $29.75 per share, in each case
representing the fair market value of the Common Stock on the date of grant.
Other Benefits: In addition, executive officers also participate in various
other benefit programs, such as the health, dental and life insurance programs,
the Employee Savings and Profit Sharing Plan ("the 401(k) Plan"), and the
Employee Stock Purchase Plan. These benefit programs are available to executive
officers on the same terms and conditions as they are available to all
employees. The Employee Stock Purchase Plan, for example, allows participants
to purchase shares in the Company at a discount of approximately 15% of the
fair market value at the beginning or end of the applicable purchase period.
This provides an additional incentive for executives to participate in the long-
term success of the Company through further investment in Company stock. The
Company has no defined benefit or actuarial pension plan.
-15-
<PAGE>
<PAGE>
In addition, an Officers Deferred Compensation Plan is made available to
executive officers. Under the Deferred Compensation Plan, the officer has the
option to defer all or a portion of salary and/or bonus until retirement,
separation or a fixed date at least five years from the date of election. The
deferred amounts are retained as Company assets but are invested, at the
officer's election, in either a guaranteed interest investment option or a
designated mutual fund. This is a non-qualified plan which is administered by
the Board, and is subject to revision or termination at the Board's discretion.
As of January 31, 1997, a total of $57,294 has been deferred by various officers
under the Plan.
Summary of Compensation of Chief Executive Officer
Effective May 31, 1996, Mr. Francis E. Girard was elected the Company's
President and Chief Executive Officer. He received salary compensation of
$300,000 on an annualized basis. Mr. Girard also received a bonus based on the
factors used to determine bonus amounts for the other executive officers of the
Company, which are described above. In addition, in fiscal year 1997, the
Committee approved grants to Mr. Girard of stock options for the purchase of
200,000 and 150,000 shares of the Company's Common Stock at an exercise price
of $14.88 and $24.38, respectively. These grants were made to continue to align
the interests of Mr. Girard with those of the stockholders and to provide an
additional incentive to Mr. Girard to continue to improve the performance of
the Company over this period of time and to increase the stockholder value in
the Company.
Compliance with Internal Revenue Code Section 162(m)
The Company does not believe that Section 162(m) of the Internal Revenue Code of
1986, as amended, which disallows a tax deduction to public companies for
certain compensation in excess of $1 million paid to the Company's Chief
Executive Officer and four other most highly compensated executive officers,
will generally have an effect on the Company. The Committee intends to
periodically review the potential consequences of Section 162(m) has and may
continue to structure certain elements of the performance-based portion of its
executive officer compensation to comply with exemptions provided in Section
162(m).
Compensation Committee
Richard J. Connaughton
Joseph E. Norberg
Richard K. Snelling
-16-
<PAGE>
<PAGE>
Compensation Committee Interlocks and Insider Participation
Mr. Snelling replaced Mr. Carr on the Compensation Committee during
fiscal year 1997. Previously, Messrs. Carr, Connaughton and Norberg served on
the Compensation Committee during fiscal year 1997. Greg C. Carr is a former
officer of the Company.
In July 1991, the Company entered into an equipment lease agreement
(the "Lease") with Voice Messaging of Colorado, Inc. ("VMC"), pursuant to which
the Company leased certain voice processing equipment to VMC for a period of
five years. During fiscal year 1994, VMC subleased and assigned certain of the
equipment to a current customer of the Company. The Company approved the
sublease and assignment. Gordon J. Heuser, the principal stockholder and an
executive officer of VMC, and Kenneth W. Carr, the brother of Greg C. Carr,
are partners in a law firm that has guaranteed the payment of the obligations
of VMC under the Lease. Messrs. Heuser and Kenneth Carr have also provided
their personal guarantees. Kenneth C. Carr is neither a stockholder nor a
principal in VMC. The Company believes that the terms of the Lease are no
less favorable to the Company than could have been obtained from an unrelated
third party.
Employment Agreements
The Company has entered into employment agreements with Messrs. Girard,
Matz, Slezak, Weaver and Wnorowski. These agreements have no stated term and
may be terminated by the Company at any time. Upon a termination without
cause, Messrs. Girard and Slezak are entitled to receive a payment equal to one
year of their base salary (plus accrued bonuses), while Messrs. Matz, Weaver
and Wnorowski are entitled to receive a payment equal to six months of their
base salary (plus accrued bonuses). In the event that a majority of the
outstanding Common Stock is ever controlled by a person or an affiliated group
of persons other than Mr. Carr and Scott A. Jones, a co-founder of the Company,
all unvested options granted to Messrs. Girard, Matz, Slezak, Weaver and
Wnorowski (708,330 shares as of April 30, 1997) will become immediately vested.
Employee Severance Benefit Plan
The Company considers it essential to the best interest of its
stockholders to foster the continuous employment of its personnel. In this
regard, the Board of Directors of the Company recognizes that, as is the case
with many corporations, the possibility of a change in control may exist and
that such possibility, and the uncertainty and questions which it may raise
among employees, may result in the departure or distraction of personnel to the
detriment of the Company, its stockholders and its customers. Therefore, in
May 1991, the Board of Directors adopted the Employee Severance Benefit Plan
("Severance Plan"), under which the Company will provide certain benefits to
eligible employees in the event that a change in control (as defined in the
Severance Plan) of the Company occurs and the employees' employment with the
Company is terminated within twelve months after the change in control other
than for cause or disability, or by the employee for good reason (as such terms
are defined in the Severance Plan). In any such event, the Company will (i) pay
to the employee fifty percent (50%) of his or her annual salary (in the case of
an employee who has been employed by the Company for less than one year) or one
hundred percent (100%) of his or her annual salary (in the case of an employee
who has been employed by the Company for more than one year), reduced by the
amount of any other severance benefits payable by the Company to the employee,
(ii) provide to the employee life, disability, accident and health insurance
benefits for a period of one year after termination and (iii) accelerate the
vesting of each stock option held by the employee.
-17-
<PAGE>
<PAGE>
All full-time employees of the Company or its subsidiaries who have been
employed for at least 90 days automatically participate in the Severance Plan.
As of April 30, 1997, approximately 616 employees were entitled to participate
in the Severance Plan. The Severance Plan commenced on May 9, 1991 and
automatically continues for additional one year periods thereafter unless at
least six months prior to the beginning of any calendar year, the Board of
Directors elects not to extend the term. The Severance Plan may be terminated
or amended by the Board of Directors at any time, except that the Severance Plan
may not be terminated or amended after the occurrence of a change in control
(as defined in the Severance Plan).
Other Arrangements
In connection with Dr. Taylor's resignation as President and Chief
Executive Officer and a director of the Company effective May 31, 1996, Dr.
Taylor entered into an agreement with the Company pursuant to which Dr. Taylor
will be employed by the Company as a Strategic Advisor through May 31, 1997.
As a Strategic Advisor, Dr. Taylor has agreed to (i) assist in the transition
to the Company's new Chief Executive Officer, (ii) act as the Company's special
liaison to AT&T in connection with the Company's business relationship with
AT&T, and (iii) continue his active participation on the Company's International
Advisory Council. In consideration of such services, the Company has agreed to
pay Dr. Taylor an annual salary of approximately $200,000 and a bonus of up to
$20,000 if certain performance goals are satisfied. The Company has also agreed
to accelerate the vesting of stock options held by Dr. Taylor covering 135,288
shares with exercise prices ranging from $7.00 to $14.00.
APPROVAL OF AMENDMENT TO 1996 STOCK INCENTIVE PLAN
As in the past, it is the opinion of the Board of Directors that the
continuing success of the Company depends, in large part, on its ability to
attract, retain and motivate key employees and others who are in a position to
contribute to the Company's future growth and success. In 1996, the Board
adopted, and the stockholders approved, the Company's 1996 Stock Incentive Plan
(as amended to date, the "Stock Incentive Plan" or the "Plan"). Subject to
conditions described in the Stock Incentive Plan, the Plan allows the issuance
of up to 1,000,000 shares of Common Stock. As of April 30, 1997, the number of
shares of Common Stock not subject to outstanding stock options and available
for future issuance under the Plan was 25,809. Accordingly, in order to retain
the benefits of the Plan, on May 8, 1997 the Board approved an amendment to the
Plan, subject to stockholder approval, increasing to 3,000,000 the number of
shares issuable under the Plan. The 2,000,000 additional shares available for
issuance under the Plan represent less than 8% of the outstanding Common Stock
on April 30, 1997.
-18-
<PAGE>
<PAGE>
General
The Plan allows the issuance of Incentive Stock Options qualified under
Section 422 of the Code, Nonstatutory Stock Options, Stock Appreciation Rights,
Performance Shares and Restricted and Unrestricted Stock. The 1996 Stock
Incentive Plan is administered by the Board of Directors, which is authorized
to decide questions of eligibility and to make rules and regulations for the
administration and interpretation of the Plan. Pursuant to the terms of the
Plan, the Board of Directors has delegated certain of its administrative
authority under the Plan to the Compensation Committee, including the authority
to determine option grants. All Company employees, officers, directors,
consultants and advisors who are expected to contribute to the Company's future
growth and success are eligible to participate in the Stock Incentive Plan.
As of April 30, 1997, approximately 914 persons were eligible to receive awards
under the Plan. The maximum number of shares that may be awarded to any one
employee under the Plan in any one fiscal year is 250,000 shares (subject to
adjustment for stock splits, stock dividends and other relevant changes to the
Company's capitalization).
Incentive Stock Options and options that the Board intends to qualify as
performance-based compensation under Section 162(m) of the Code may not be
granted at an exercise price less than the fair market value of the Common Stock
on the date of grant (or less than 110% of the fair market value in the case of
Incentive Stock Options granted to optionees holding 10% or more of the voting
stock of the Company). All other options may be granted at an exercise price
which may be less than, equal to or greater than the fair market value of the
Company's Common Stock on the date of grant. On May 8, 1997, the last sale
price of the Common Stock on the New York Stock Exchange was $24.13. Incentive
Stock Options may only be awarded to persons eligible to receive incentive
stock options under Section 422 of the Code, i.e., employees of the Company.
If Incentive Stock Options are awarded, they must be awarded under the
terms of Section 422 of the Code. The exercise period of Incentive Stock
Options shall not exceed ten years from the date of the grant. The Plan also
provides that where Incentive Stock Options are granted to any employee under
the Stock Incentive Plan, and the aggregate options granted under the Stock
Incentive Plan or any other Company incentive stock option plan become
exercisable for the first time in any one calendar year for shares of Common
Stock with an aggregate fair market value of more than $100,000, then the
number of shares with a value in excess of $100,000 shall not constitute
Incentive Stock Options, but are classified as Nonstatutory Stock Options.
Furthermore, no Incentive Stock Option may be exercised unless at the time of
such exercise the participant is and has been continually, since the date of
the grant, an employee of the Company, except that Incentive Stock Options
may be exercised within a period of up to three months after the participant
ceases to be an employee.
The Plan provides that no option granted to a person required to file
reports under Section 16(a) of the Exchange Act may become exercisable within
six months of the date of grant unless such option shall have been approved by
the Board, the stockholders or a committee of "Non-Employee Directors" as
defined in Rule 16b-3. Except as otherwise provided in the applicable award
agreement, awards granted under the Plan are nontransferable. Options granted
under the Stock Incentive Plan (whether Incentive Stock Options or Nonstatutory
Stock Options) may provide for the payment of the exercise price by the delivery
of cash or check, delivery of shares of Common Stock owned by the optionee for
at least six months, delivery of a promissory note of the optionee to the
Company on terms determined by the Board, delivery of an irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price in the form of cash or check, and payment of such other
lawful consideration as the Board may determine, or a combination of the
foregoing.
-19-
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<PAGE>
In addition to stock options, the Stock Incentive Plan allows the Board
to grant Stock Appreciation Rights ("SARs") entitling the recipient, on the
exercise of the SAR, to receive an amount in cash or stock or a combination
thereof determined in whole or in part by reference to appreciation in the fair
market value of the stock between the date of the award and the exercise of
the award. The SAR shall entitle the participant to receive, with respect to
each share of stock as to which the stock appreciation right is exercised, the
excess of the shares' fair market value on the date of the exercise over the
fair market value on the date the SAR was granted. SARs may be granted in
tandem with or independently of options granted under the Stock Incentive Plan.
If granted with Incentive Stock Options, the SAR must be granted at the time
that the Incentive Stock Option is granted.
The Stock Incentive Plan also allows the Board to award Performance
Shares entitling the recipient to acquire shares of Common Stock upon the
attainment of specified performance goals. The Board may award Performance
Shares independent of or in connection with the grant of any other award under
the Stock Incentive Plan. If Performance Shares are granted, the participant
shall only be entitled to receive a stock certificate upon satisfaction of all
conditions specified in the agreement evidencing the Performance Share award.
The Stock Incentive Plan also allows the Board to grant Restricted
Stock entitling the recipient to acquire shares of stock subject to the right
of the Company to repurchase all or a part of such shares at their purchase
price from the recipient in the event that the conditions specified by the
Board in the applicable award were not satisfied prior to the end of the
applicable restricted period or periods. Conditions for repurchase (or
forfeiture) may be based on continuing employment, service or achievement of
pre-established performance or other goals and objectives. Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered except
as permitted by the Board during the applicable restricted period. Any
certificates issued in respect of shares of Restricted Stock shall be registered
in the name of the participant and deposited by the participant together with a
stock power endorsed in blank with the Company. The Board may also grant or
sell at a purchase price determined by the Board, which price shall not be lower
than 85% of the fair market value on the date of the sale to participants,
shares of stock free of any restrictions ("Unrestricted Stock"). No shares of
stock may be sold for less than the par value of the Common Stock.
The granting of awards under the Plan is discretionary, and the Company
cannot now determine the number or type of awards to be granted in the future to
any individual or group. Since its adoption, (i) Messrs. Girard, Matz, Slezak,
Weaver and Wnorowski have received options to purchase 264,128, 30,000,
97,833, 50,000 and 40,000 shares of Common Stock, respectively, (ii) all
current executive officers as a group have received options to purchase
543,837 shares, (iii) no shares have been granted to all current non-executive
directors as a group, (iv) no shares have been granted to any associate of any
of the foregoing officers and directors, (v) all employees, including all
current officers, as a group received options to purchase 974,191 shares, and
(vi) no other persons have received 5% or more of the total options issued under
the Plan.
-20-
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<PAGE>
Amendment and Termination of the Plan
Amendments to the Stock Incentive Plan do not require stockholder
approval except as required to comply with any applicable tax or regulatory
requirement. The Board has the flexibility to at any time amend, accelerate or
waive any or all of the goals, restrictions or conditions imposed under any
award, provided that the participant's consent will be required if the Board
determines such action would materially and adversely affect the participant.
The Stock Incentive Plan shall terminate upon the earlier of February 28, 2006
or the date upon which all shares available for issuance under the Stock
Incentive Plan shall have been issued.
Federal Income Tax Consequences
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to awards granted under the
Plan and with respect to the sale of Common Stock acquired under the Plan.
Incentive Stock Options. In general, a participant will not recognize
taxable income upon the grant or exercise of an Incentive Stock Option.
Instead, a participant will generally recognize taxable income with respect to
an Incentive Stock Option only upon the sale of Common Stock acquired through
the exercise of the option ("ISO Stock"). The exercise of an Incentive Stock
Option, however, may subject a participant to the alternate minimum tax.
Generally, the tax consequences of selling ISO Stock will vary with the length
of time that the participant has owned the ISO Stock at the time it is sold.
If the participant sells ISO Stock after having owned it for at least two years
from the date the option was granted (the "Grant Date") and one year from the
date the option was exercised (the "Exercise Date"), then the participant will
recognize long-term capital gain in an amount equal to the excess of the sale
price of the ISO Stock over the exercise price. If the participant sells ISO
Stock prior to having owned it for at least two years from the Grant Date and
one year from the Exercise Date (a "Disqualifying Disposition"), then generally
all or a portion of the gain recognized will be ordinary compensation income and
the remaining gain will be a capital gain, long term if the participant has held
the ISO Stock for more than one year prior to the date of the sale. If the
participant sells ISO Stock for less than the exercise price, then the
participant will recognize capital loss equal to the excess of the exercise
price over the sale price of the ISO Stock. This capital loss will be a long-
term capital loss if the participant has held the ISO Stock for more than one
year prior to the date of the sale.
Nonstatutory Options. As in the case of an Incentive Stock Option, a
participant will not recognize taxable income upon the grant of a Nonstatutory
Option. Unlike the case of an Incentive Stock Option, however, a participant
who exercises a Nonstatutory Option generally will recognize ordinary
compensation income in an amount equal to the excess of the fair market value of
the Common Stock acquired through the exercise of the option (the "NSO Stock")
on the Exercise Date over the exercise price. With respect to any NSO Stock,
a participant will have a tax basis equal to the exercise price plus any income
recognized upon the exercise of the option. Upon selling NSO Stock, a
participant generally will recognize capital gain or loss in an amount equal to
the excess of the sale price of the NSO Stock over the participant's tax basis
in the NSO Stock. This capital gain or loss will be a long-term capital gain
or loss if the participant has held the NSO stock for more than one year prior
to the date of the sale.
-21-
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<PAGE>
Restricted Stock. The recipient of a restricted stock award will not
realize any federal income tax consequences at the time the award is made unless
the recipient makes an election under Section 83(b) of the Code. If the
recipient makes a Section 83(b) election within 30 days of the date of grant,
then he or she will recognize ordinary income, for the year in which the award
is received, in an amount equal to the difference between the fair market
value of the Common Stock at the time the award is made and the purchase price
for the Common Stock. If the Section 83(b) election is not made, the recipient
will recognize ordinary income, at the time that the forfeiture provisions and
restriction on transfer lapse, in an amount equal to the difference between the
fair market value of the Common Stock at that time and the original purchase
price for the Common Stock. Upon a sale of the Common Stock acquired pursuant
to a restricted stock award, the recipient will recognize a capital gain or loss
on the difference between his or her basis (the price paid plus any ordinary
income previously recognized) and the sale price. The gain or loss will be a
long-term gain or loss if the Common Stock is held for more than one year. For
this purpose, the holding period shall begin just after the date on which the
forfeiture provisions or restrictions lapse if a Section 83(b) election is not
made, or just after the award is granted if a Section 83(b) election is made.
Tax Consequences to the Company. The grant of a stock option or
restricted stock award under the Plan will have no tax consequences to the
Company. Moreover, in general, neither the exercise of an Incentive Stock
Option acquired under the Plan nor the sale of any Common Stock acquired under
the Plan will have any tax consequences to the Company. The Company generally
will be entitled to a business-expense deduction, however, with respect to any
ordinary compensation income recognized by a participant under the Plan. Any
such deduction will be subject to the limitations of Section 162(m) of the
Code. The Company will have a withholding obligation with respect to any
ordinary compensation income recognized by participants under the Plan who are
employees or otherwise subject to withholding in connection with the exercise
of a Nonstatutory Stock Option or a restricted stock award.
THE BOARD OF DIRECTORS BELIEVES THE PROPOSED AMENDMENT TO THE STOCK INCENTIVE
PLAN IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS
A VOTE "FOR" THIS PROPOSAL.
APPROVAL OF AMENDMENT TO
1995 EMPLOYEE STOCK PURCHASE PLAN
The final offering under the Company's 1995 Employee Stock Purchase Plan
(as amended to date, the "Stock Purchase Plan") is scheduled to terminate on
August 31, 1997. Management believes it is advisable and in the best interest
of the Company to continue to encourage stock ownership by employees of the
Company. Accordingly, on May 8, 1997 the Board of Directors of the Company
adopted, subject to stockholder approval, an amendment to the Stock Purchase
Plan providing for the issuance of up to an additional 200,000 shares of the
Company's Common Stock through four additional semiannual offerings. The
200,000 additional shares available for issuance under the Stock Purchase Plan
represent less than 1% of the outstanding Common Stock on April 30, 1997.
-22-
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<PAGE>
General
The Stock Purchase Plan, as currently in effect, consists of four
semiannual offerings of 50,000 shares each. The final offering under this
plan commenced on March 1, 1997 and will terminate on August 31, 1997. The
proposed amendment to the Stock Purchase Plan would add an additional four
semiannual offerings of 50,000 shares each. The additional offerings would
occur from September 1, 1997 to February 28, 1998, March 1, 1998 to August 31,
1998, September 1, 1998 to February 28, 1999 and March 1, 1999 to August 31,
1999. The number of shares available for an offering may be increased, at the
election of the Board of Directors, by the shares, if any, which were made
available but not purchased during the previous offerings. As of March 31,
1997, 87,953 shares remained available for issuance, some or all of which will
be issued in connection with the offering terminating on August 31, 1997.
The maximum number of shares issuable under the Stock Purchase Plan will be
subject to adjustment for any dividend, stock split or other relevant change
in the Company's capitalization.
With certain exceptions, all full-time employees, including officers and
directors, who have been employed by the Company or an eligible subsidiary for
at least three months, are eligible to participate in the Stock Purchase Plan.
As of March 1, 1997, approximately 594 employees of the Company were eligible to
participate. However, no person is eligible to participate in the Stock
Purchase Plan if he or she possesses at least 5% of the voting power of the
Company's Common Stock. The purchase of shares under the Stock Purchase Plan
is voluntary, and the Company cannot now determine the number of shares to be
purchased under such plan in the future by any person or group.
During each semiannual offering, the maximum number of shares which may
be purchased by a participating employee (a "purchase option") is determined on
the first day of the offering period under a formula whereby 85% of the market
value of a share of the Company's Common Stock on the first day of the offering
is divided into an amount equal to 6% of that employee's annualized base pay
(as defined in the Stock Purchase Plan). An employee may elect to have up to
ten percent of his or her base pay withheld from his or her pay for this
purpose. The price at which the employee may purchase shares is the lower of
(i) 85% of the last sale price of the Common Stock on the New York Stock
Exchange on the date that the offering commenced, or (ii) 85% of such price on
the day that the offering terminates.
-23-
<PAGE>
<PAGE>
Amendment and Administration of the Plan
The Stock Purchase Plan is administered by the Compensation Committee,
which is authorized to decide questions of eligibility and to make rules and
regulations for the administration and interpretation of the Stock Purchase
Plan, subject to final authority of the Board of Directors. The Board of
Directors of the Company may at any time, and from time to time, modify,
terminate or amend the Stock Purchase Plan in any respect, except that if at
any time the approval of the stockholders of the Company is required as to
such modification or amendment under (i) Section 423 of the Code,
(ii) Rule 16b-3 of the Exchange Act, or any successor provisions ("Rule 16b-3"),
or (iii) under any applicable listing requirement, the Board of Directors may
not effect such modification or amendment without stockholder approval.
The termination, modification or amendment of the Stock Purchase Plan
shall not, without the consent of a participant, affect his or her rights under
a purchase option previously selected by the participant. With the consent of
the participant affected, the Board of Directors may amend outstanding purchase
options in a manner not inconsistent with the terms of the Stock Purchase Plan.
The Board of Directors shall also have the right to amend or modify the terms
and provisions of the Stock Purchase Plan and of any purchase options previously
granted under the Stock Purchase Plan to the extent necessary to ensure the
continued qualification of the plan under Section 423 of the Code and
Rule 16b-3. The Stock Purchase Plan also contains provisions relating to the
disposition of purchase options in the event of certain mergers or other
significant transactions involving the Company.
Federal Income Tax Consequences
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to participation in the
Stock Purchase Plan and with respect to the sale of Common Stock acquired
under the 1995 Stock Purchase Plan. The plan is intended to qualify as an
"Employee Stock Purchase Plan" within the meaning of Section 423 of the Code.
The plan is not a qualified plan under Section 401(a) of the Code.
Tax Consequences to Participants. In general, a participant will not
recognize taxable income upon enrolling in the Stock Purchase Plan or upon
purchasing shares of Common Stock at the end of an offering. Instead, if a
participant sells Common Stock acquired under the Stock Purchase Plan at a sale
price that exceeds the price at which the participant purchased the Common
Stock, then the participant will recognize taxable income. A portion of the
taxable income will be ordinary income, and a portion may be capital gain.
If the participant sells the Common Stock more than one year after
acquiring it and more than two years after the date on which the offering
commenced (the "Grant Date"), then the participant will be taxed as follows.
If the sale price of the Common Stock is higher than the price at which the
participant purchased the Common Stock, then the participant will recognize
ordinary compensation income in an amount equal to the lesser of:
(i) the excess of the fair market value of the Common Stock on the
Grant Date over the price at which the participant purchased the Common Stock;
and
(ii) the excess of the sale price of the Common Stock over the price
at which the participant purchased the Common Stock.
-24-
<PAGE>
<PAGE>
Any further income will be long-term capital gain. If the sale price
of the Common Stock is less than the price at which the participant purchased
the Common Stock, then the participant will recognize long-term capital loss in
an amount equal to the excess of the price at which the participant purchased
the Common Stock over the sale price of the Common Stock.
If the participant sells the Common Stock within one year after
acquiring it or within two years after the Grant Date (a "Disqualifying
Disposition"), then the participant will recognize ordinary compensation income
in an amount equal to the excess of the fair market value of the Common Stock on
the date that it was purchased over the price at which the participant purchased
the Common Stock. The participant will also recognize capital gain in an amount
equal to the excess of the sale price of the Common Stock over the fair market
value of the Common Stock on the date that it was purchased, or capital loss in
an amount equal to the excess of the fair market value of the Common Stock.
This capital gain or loss will be a long-term capital gain or loss if the
participant has held the Common Stock for more than one year prior to the date
of the sale and will be a short-term capital gain or loss if the participant has
held the Common Stock for a shorter period.
Tax Consequences to the Company. The offering of Common Stock under
the Stock Purchase Plan will have no tax consequences to the Company. Moreover,
in general, neither the purchase nor the sale of Common Stock acquired under
the Stock Purchase Plan will have any tax consequences to the Company except
that the Company will be entitled to a business-expense deduction with respect
to any ordinary compensation income recognized by a participant upon making
a Disqualifying Disposition. Any such deduction will be subject to the
limitations of Section 162(m) of the Code.
Withholding. The amount that a participant elects to have deducted from
his or her base pay for the purchase of Common Stock under the Stock Purchase
Plan constitutes taxable wages and is subject to withholding. Moreover, the
Company will have a withholding obligation with respect to ordinary compensation
income recognized by a participant upon making a Disqualifying Disposition.
The Company may require any affected participant to make arrangements to
satisfy this withholding obligation.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENT TO THE 1995 STOCK
PURCHASE PLAN IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
RATIFICATION AND APPROVAL OF AMENDMENT TO 1995 DIRECTOR STOCK OPTION PLAN
Because only 60,000 shares currently remain available for issuance
under the Company's 1995 Director Stock Option Plan, ( the "1995 Director
Plan"), and because the Board of Directors believes it is necessary to attract
and retain qualified individuals as directors, on May 8, 1997 the Board of
Directors adopted, subject to ratification by the stockholders, an amendment
to the 1995 Director Plan. The amendment increases the number of shares
available for issuance by 120,000 and provides that an option for 30,000 shares
of Common Stock shall be granted to each non-employee director of the Company
(other than Greg C. Carr) on May 8, 1997 at an exercise price equal to the
last sale price of the Common Stock on such date as reported on the New York
Stock Exchange.
-25-
<PAGE>
<PAGE>
Summary of the Plan
The 1995 Director Plan was originally adopted by the Board of Directors
on March 1, 1995 and approved by the stockholders on June 22, 1995. The purpose
of the 1995 Director Plan is to encourage ownership of stock of the Company
by outside (non-employee) directors whose continued services are essential to
the Company's future progress, and to provide them with an additional incentive
to serve as directors of the Company. Set forth below is a summary of the
provisions of the 1995 Director Plan.
The 1995 Director Plan provides for the grant to outside directors of
the Company of options to purchase shares of Common Stock. Only directors of
the Company who are not employees of the Company are eligible to receive
options under the 1995 Director Plan. In any event, no options may be granted
under the 1995 Director Plan to Greg C. Carr, a Founder of the Company and
currently Chairman of the Board of Directors.
A total of 180,000 shares of the Company's Common Stock were initially
available for issuance under the 1995 Director Plan. This number will be
increased to 300,000 if the stockholders approve the proposed amendment. The
1995 Director Plan initially provided that an option to purchase 30,000 shares
of Common Stock of the Company would be granted to eligible directors on March
1, 1995. The 1995 Director Plan also provides that an option to purchase 30,000
shares shall be granted to an eligible director upon his or her initial election
as a director. All options granted under the 1995 Director Plan vest and
become exercisable in increments of 10,000 each on the date or on the
anniversary of the first, second and third annual meetings of the stockholders
after the date of grant.
-26-
<PAGE>
<PAGE>
The following table sets forth the benefits to be received under the
1995 Director Plan during 1997:
NEW PLAN BENEFITS
Plan Benefits in 1997 Under the 1995 Director Plan
<TABLE>
<CAPTION>
Name and Position Dollar Value ($) (1) Number of Shares
<S> <C> <C>
Francis E. Girard -- -- -- --
President and CEO
John C.W. Taylor (2) -- -- -- --
Former President and CEO
George J. Matz -- -- -- --
Vice President of World Sales
Robert J. Slezak -- -- -- --
Executive Vice President
of Technology and Marketing
John M. Weaver -- -- -- --
Senior Vice President of
Operations & Customer Support
A.K. Wnorowski -- -- -- --
Senior Vice President of
Strategic Alliances and General
Counsel
Executive Group -- -- -- --
Non-Executive Director Group $0 120,000
Non-Executive Officer -- -- -- --
Employee Group
</TABLE>
______________________________
(1) Represents the difference between the exercise price of the options and
the fair market value of the underlying shares of Common Stock on the date of
grant.
(2) Dr. Taylor resigned as President and Chief Executive Officer and a Director
of the Company effective May 31, 1996.
Under the Director Plan, since its adoption, and excluding the grants
made on May 8, 1997 subject to stockholder approval, which are reflected in the
above table, (i) Messrs. Connaughton, Leonard, Norberg and Snelling have each
received options to purchase 30,000 shares of Common Stock, (ii) the current
directors who are not executive officers as a group have received options to
purchase an aggregate of 120,000 shares of Common Stock and (iii) no options
have been granted to any Named Executive Officer, current executive officer,
current employee or associate of any of the foregoing.
-27-
<PAGE>
<PAGE>
Each option granted under the 1995 Director Plan has an exercise price
equal to the closing sale price of the Common Stock on the New York Stock
Exchange on the date of grant. The exercise price of each option may be paid
in cash, shares of Common Stock of the Company or any combination thereof.
Options are not transferable or assignable other than upon the death of the
optionee or pursuant to a Qualified Domestic Relations order, nor may an option
be assigned or pledged by the optionee or be subject to execution, attachment
or similar process.
An optionee may exercise his or her option only while he or she is a
director of the Company, or up to three (3) years after he or she ceases to be
a director of the Company. All options granted under the 1995 Director Plan
terminate on the tenth anniversary of the date of grant.
Amendment and Administration of the Plan
The Board of Directors may suspend or discontinue the 1995 Director Plan
or amend it in any respect whatsoever; provided, however, that without approval
of the stockholders of the Company, no amendment may be made without stockholder
approval to the extent required by any listing, tax or regulatory requirement.
The 1995 Director Plan also contains certain provisions relating to the
disposition of options in the event of certain mergers or other significant
transactions involving the Company. In addition, the Board of Directors may
not amend the 1995 Director Plan more frequently than once in any six-month
period. The 1995 Director Plan will terminate upon the earlier to occur of
(i) December 31, 1998, or (ii) the date on which all shares available for
issuance under the 1995 Director Plan shall have been issued pursuant to
the exercise of options granted under the 1995 Director Plan.
Federal Income Tax Consequences
For a summary of the federal income tax treatment of the options granted
under the 1995 Director Plan, see the discussion of non-statutory options under
the proposal regarding the proposed amendment to the 1996 Stock Incentive Plan.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENT TO THE 1995
DIRECTOR PLAN IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
OTHER MATTERS
Coopers & Lybrand L.L.P., the Company's independent auditors since 1989,
will be present at the Annual Meeting and will have the opportunity to make a
statement if they so desire and be available to respond to appropriate questions
from stockholders.
The Board of Directors knows of no other business which will be
presented at the Annual Meeting. However, if any other matters properly come
before the meeting, the persons named in the enclosed Proxy will take action,
and vote the shares represented by the Proxies, in accordance with their
judgment on such matters.
-28-
<PAGE>
<PAGE>
The Company will bear all expenses in connection with the solicitations
of proxies, including preparing, assembling and mailing the Proxy Statement.
In addition to solicitations by mail, the Company's directors, officers and
regular employees, without additional remuneration, may solicit proxies by
telephone, telegraph and personal interviews, and the Company reserves the
right to retain outside agencies for purposes of soliciting proxies.
Deadline for Submission of Stockholder Proposals
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders must be received by the Company at its principal offices
not later than January 15, 1998 for inclusion in the Proxy Statement for that
meeting.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED JANUARY
31, 1997 BY WRITING TO THE INVESTOR RELATIONS DEPARTMENT, BOSTON TECHNOLOGY,
INC., 100 QUANNAPOWITT PARKWAY, WAKEFIELD, MASSACHUSETTS 01880.
By Order of the Board of Directors
/s/Carol B. Langer
------------------
Carol B. Langer,
Secretary
May 15, 1997
-29-
<PAGE>
EXHIBIT A
BOSTON TECHNOLOGY, INC.
AMENDED AND RESTATED
1996 STOCK INCENTIVE PLAN
Section 1. Purpose
The purpose of this Stock Incentive Plan (the "Plan") is to advance
the interests of Boston Technology, Inc. by enhancing its ability to attract
and retain key employees, consultants and others who are in a position to
contribute to the Company's future growth and success.
Section 2. Definitions
"Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock or Unrestricted Stock awarded under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan.
"Common Stock" or "Stock" means the Common Stock, $.001 par value per
share, of the Company.
"Company" means Boston Technology, Inc. and, except where the content
otherwise requires, all present and future subsidiaries of the Company
as defined in Section 424(f) of the Code.
"Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts
due or exercise rights of the Participant in the event of the
Participant's death. In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.
"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the
Board in good faith or in the manner established by the Board from time
to time.
"Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is intended to meet
the requirements of Section 422 of the Code or any successor provision.
-A1-
<PAGE>
<PAGE>
"Nonstatutory Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is not intended to
be an Incentive Stock Option.
"Option" means an Incentive Stock Option or a Nonstatutory Stock Option.
"Participant" means a person selected by the Board to receive an Award
under the Plan.
"Performance Shares" mean shares of Common Stock which may be earned by
the achievement of performance goals awarded to a Participant under
Section 8.
"Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934 or any successor provision.
"Restricted Period" means the period of time selected by the Board
during which shares subject to a Restricted Stock Award may be
repurchased by or forfeited to the Company.
"Restricted Stock" means shares of Common Stock awarded to a Participant
under Section 9.
"Stock Appreciation Right" or "SAR" means a right to receive any excess
in Fair Market Value of shares of Common Stock over the exercise price
awarded to a Participant under Section 7.
"Unrestricted Stock" means shares of Common Stock awarded to a
Participant under Section 9(c).
Section 3. Administration
The Plan will be administered by the Board. The Board shall have
authority to make Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, and to interpret the provisions of the Plan. The Board's
decisions shall be final and binding. No member of the Board shall be liable
for any action or determination relating to the Plan made in good faith. To the
extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards to Participants who
are not Reporting Persons and all determinations under the Plan with respect
thereto, provided that the Board shall fix the maximum amount of such Awards
to be made by such executive officers and a maximum amount for any one
Participant. To the extent permitted by applicable law, the Board may appoint
a Committee to administer the Plan and, in such event, all references to the
Board in the Plan shall mean such Committee or the Board. All decisions by the
Board or the Committee pursuant to the Plan shall be final and binding on all
persons having or claiming any interest in the Plan or in any Award.
-A2-
<PAGE>
<PAGE>
Section 4. Eligibility
All of the Company's employees, officers, directors, consultants and
advisors who are expected to contribute to the Company's future growth and
success, other than persons who have irrevocably elected not to be eligible, are
eligible to be Participants in the Plan. Subject to adjustment pursuant to
Section 5(b) below, the maximum number of shares of Common Stock which may be
the subject of Awards made to any one employee under the Plan during any
calendar year shall be 250,000 shares of Common Stock. For the purposes of
calculating such maximum number, (a) an Award shall continue to be treated as
outstanding notwithstanding its repricing, cancellation or expiration and (b)
the repricing of an outstanding Award or the issuance of a new Award in
substitution for a cancelled Award shall be deemed to constitute the grant of
a new additional Award separate from the original grant of the Award that is
repriced or cancelled. Incentive Stock Options may be awarded only to persons
eligible to receive Incentive Stock Options under the Code.
Section 5. Stock Available for Awards
(a) Subject to adjustment under subsection (b) below, Awards may
be made under the Plan for up to 3,000,000 shares of Common Stock. If any Award
in respect of shares of Common Stock expires or is terminated unexercised or is
forfeited for any reason or settled in a manner that results in fewer shares
outstanding than were initially awarded, the shares subject to such Award or
so surrendered, as the case may be, to the extent of such expiration,
termination, forfeiture or decrease, shall again be available for award under
the Plan, subject, however, in the case of Incentive Stock Options, to any
limitation required under the Code. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.
(b) In the event that the Board, in its sole discretion, determines
that any stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or other
similar transaction affects the Common Stock such that an adjustment is required
in order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board, subject, in the case of Incentive
Stock Options and any adjustments made to Section 4, to any limitation required
under the Code, shall equitably adjust any or all of (i) the number and kind of
shares in respect of which Awards may be made under the Plan, (ii) the number
and kind of shares in respect to the maximum number of Awards issuable to any
one employee (iii) the number and kind of shares subject to outstanding Awards,
and (iv) the award, exercise or conversion price with respect to any of the
foregoing, and if considered appropriate, the Board may make provision for a
cash payment with respect to an outstanding Award, provided that the number of
shares subject to any Award shall always be a whole number.
(c) The Board may grant Awards under the Plan in substitution for
stock and stock based awards held by employees of another corporation who
concurrently become employees of the Company as a result of a merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a subsidiary of property or stock of the
employing corporation. The substitute Awards shall be granted on such terms
and conditions as the Board considers appropriate in the circumstances. The
shares which may be delivered under such substitute Awards shall be in addition
to the maximum number of shares provided for in Section 5(a) only to the extent
that the substitute Awards are not intended to be Incentive Stock Options or
exempt from Section 162(m) of the Code.
-A3-
<PAGE>
<PAGE>
Section 6. Stock Options
(a) General.
(i) Subject to the provisions of the Plan, the Board may
award Incentive Stock Options and Nonstatutory Stock Options, and determine the
number of shares to be covered by each Option, the option price therefor and
the conditions and limitations applicable to the exercise of the Option. The
terms and conditions of Incentive Stock Options shall be subject to and comply
with Section 422 of the Code, or any successor provision, and any regulations
thereunder.
(ii) The Board shall establish the exercise price at the
time each Option is awarded. In the case of Incentive Stock Options, such price
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of award.
(iii) Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
Award or thereafter. Notwithstanding the foregoing, no Option granted to a
Reporting Person may become exercisable prior to the date six months and one day
from the date of grant unless such Option grant shall have been approved by the
Company's stockholders, the Board, or a committee comprised solely of two or
more "Non-Employee Directors," as defined in Rule 16b-3. The Board may impose
such conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.
(iv) Options granted under the Plan may provide for the
payment of the exercise price by delivery of cash or check in an amount equal to
the exercise price of such Options or, to the extent permitted by the Board at
or after the award of the Option, by (A) delivery of shares of Common Stock
owned by the optionee for at least six months (or such shorter period as is
approved by the Board), valued at their Fair Market Value, (B) delivery of a
promissory note of the optionee to the Company on terms determined by the
Board, (C) delivery of an irrevocable undertaking by a broker to deliver
promptly to the Company sufficient funds to pay the exercise price or delivery
of irrevocable instructions to a broker to deliver promptly to the Company
cash or a check sufficient to pay the exercise price, (D) payment of such other
lawful consideration as the Board may determine, or (E) any combination of
the foregoing.
(v) The Board may provide for the automatic award of an
Option upon the delivery of shares to the Company in payment of the exercise
price of an Option for up to the number of shares so delivered.
(vi) The Board may at any time accelerate the time at which
all or any part of an Option may be exercised.
-A4-
<PAGE>
<PAGE>
(b) Incentive Stock Options.
Options granted under the Plan which are intended to be
Incentive Stock Options shall be subject to the following additional terms and
conditions:
(i) All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option
agreement covering such Incentive Stock Options. The Option exercise period
shall not exceed ten years from the date of grant.
(ii) If any employee to whom an Incentive Stock Option is
to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rule of Section 424(d) and of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:
(x) The purchase price per share of the Common Stock subject
to such Incentive Stock Option shall not be less than 110% of the Fair Market
Value of one share of Common Stock at the time of grant; and
(y) The option exercise period shall not exceed five years
from the date of grant.
(iii) For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options,
in the aggregate, become exercisable for the first time in any one calendar
year for shares of Common Stock with an aggregate Fair Market Value (determined
as of the respective date or dates of grant) of more than $100,000.
(iv) No Incentive Stock Option may be exercised unless, at
the time of such exercise, the Participant is, and has been continuously since
the date of grant of his or her Option, employed by the Company, except that:
(x) an Incentive Stock Option may be exercised within the
period of three months after the date the Participant ceases to be an employee
of the Company (or within such lesser period as may be specified in the
applicable option agreement), provided, that the agreement with respect to such
Option may designate a longer exercise period and that the exercise after such
three-month period shall be treated as the exercise of a Nonstatutory Stock
Option under the Plan;
(y) if the Participant dies while in the employ of the
Company, or within three months after the Participant ceases to be such an
employee, the Incentive Stock Option may be exercised by the Participant's
Designated Beneficiary within the period of one year after the date of death
(or within such lesser period as may be specified in the applicable Option
agreement); and
(z) if the Participant becomes disabled (within the meaning
of Section 22(e)(3) of the Code or any successor provision thereto) while in
the employ of the Company, the Incentive Stock Option may be exercised within
the period of one year after the date of death (or within such lesser period as
may be specified in the Option agreement).
For all purposes of the Plan and any Option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.
-A5-
<PAGE>
<PAGE>
Section 7. Stock Appreciation Rights
(a) The Board may grant Stock Appreciation Rights entitling
recipients on exercise of the SAR to receive an amount, in cash or Stock or a
combination thereof (such form to be determined by the Board), determined in
whole or in part by reference to appreciation in the Fair Market Value of the
Stock between the date of the Award and the exercise of the Award. A Stock
Appreciation Right shall entitle the Participant to receive, with respect to
each share of Stock as to which the SAR is exercised, the excess of the share's
Fair Market Value on the date of exercise over its Fair Market Value on the
date the SAR was granted. The Board may also grant Stock Appreciation Rights
that provide that, following a change in control of the Company (as defined by
the Board at the time of the Award), the holder of such SAR will be entitled to
receive, with respect to each share of Stock subject to the SAR, an amount
equal to the excess of a specified value (which may include an average of
values) for a share of Stock during a period preceding such change in control
over the Fair Market Value of a share of Stock on the date the SAR was granted.
(b) Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan. A Stock Appreciation Right
granted in tandem with an Option which is not an Incentive Stock Option may be
granted either at or after the time the Option is granted. A Stock Appreciation
Right granted in tandem with an Incentive Stock Option may be granted only at
the time the Option is granted.
(c) When Stock Appreciation Rights are granted in tandem with
Options, the following provisions will apply:
(i) The Stock Appreciation Right will be exercisable only
at such time or times, and to the extent, that the related Option is exercisable
and will be exercisable in accordance with the procedure required for exercise
of the related Option.
(ii) The Stock Appreciation Right will terminate and no
longer be exercisable upon the termination or exercise of the related Option,
except that a Stock Appreciation Right granted with respect to less than the
full number of shares covered by an Option will not be reduced until the number
of shares as to which the related Option has been exercised or has terminated
exceeds the number of shares not covered by the Stock Appreciation Right.
(iii) The Option will terminate and no longer be exercisable
upon the exercise of the related Stock Appreciation Right.
(iv) The Stock Appreciation Right will be transferable only
with the related Option.
(v) A Stock Appreciation Right granted in tandem with an
Incentive Stock Option may be exercised only when the market price of the Stock
subject to the Option exceeds the exercise price of such option.
(d) A Stock Appreciation Right not granted in tandem with an Option
will become exercisable at such time or times, and on such conditions, as the
Board may specify.
(e) The Board may at any time accelerate the time at which all or
any part of the SAR may be exercised.
-A6-
<PAGE>
<PAGE>
Section 8. Performance Shares
(a) The Board may make Performance Share Awards entitling recipients
to acquire shares of Stock upon the attainment of specified performance goals.
The Board may make Performance Share Awards independent of or in connection with
the granting of any other Award under the Plan. The Board in its sole
discretion shall determine the performance goals applicable under each such
Award, the periods during which performance is to be measured, and all other
limitations and conditions applicable to the awarded Performance Shares;
provided, however, that the Board may rely on the performance goals and other
standards applicable to other performance plans of the Company in setting the
standards for Performance Share Awards under the Plan.
(b) Performance Share Awards and all rights with respect to such
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.
(c) A Participant receiving a Performance Share Award shall have
the rights of a stockholder only as to shares actually received by the
Participant under the Plan and not with respect to shares subject to an Award
but not actually received by the Participant. A Participant shall be entitled
to receive a stock certificate evidencing the acquisition of shares of Stock
under a Performance Share Award only upon satisfaction of all conditions
specified in the agreement evidencing the Performance Share Award.
(d) The Board may at any time accelerate or waive any or all of the
goals, restrictions or conditions imposed under any Performance Share Award.
Section 9. Restricted and Unrestricted Stock
(a) The Board may grant Restricted Stock Awards entitling recipients
to acquire shares of Stock, subject to the right of the Company to repurchase
all or part of such shares at their purchase price (or to require forfeiture
of such shares if purchased at no cost) from the recipient in the event that
conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable Restricted Period or Restricted Periods
established by the Board for such Award. Conditions for repurchase (or
forfeiture) may be based on continuing employment or service or achievement of
pre-established performance or other goals and objectives.
(b) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the Board,
during the applicable Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Board may determine. Any certificates issued
in respect of shares of Restricted Stock shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company
(or its designee). At the expiration of the Restricted Period, the Company
(or such designee) shall deliver such certificates to the Participant or if the
Participant has died, to the Participant's Designated Beneficiary.
(c) The Board may, in its sole discretion, grant (or sell at a
purchase price determined by the Board, which shall not be lower than 85% of
Fair Market Value on the date of sale) to Participants shares of Stock free of
any restrictions under the Plan ("Unrestricted Stock").
(d) The purchase price for each share of Restricted Stock and
Unrestricted Stock shall be determined by the Board of Directors and may not
be less than the par value of the Common Stock. Such purchase price may be paid
in the form of past services or such other lawful consideration as is
determined by the Board.
(e) The Board may at any time accelerate the expiration of the
Restricted Period applicable to all, or any particular, outstanding shares of
Restricted Stock.
-A7-
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<PAGE>
Section 10. General Provisions Applicable to Awards
(a) Applicability of Rule 16b-3. Those provisions of the Plan
which make an express reference to Rule 16b-3 shall apply to the Company only
at such time as the Company's Common Stock is registered under the Securities
Exchange Act of 1934, or any successor provision, and then only to Reporting
Persons.
(b) Nontransferability. Except as otherwise permitted by the Board
in the applicable Award, Awards shall not be assignable or transferable by the
Participant to whom they are granted, either voluntarily or by operation of law.
(c) Documentation. Each Award under the Plan shall be evidenced by
an instrument delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or advisable. Such
instruments may be in the form of agreements to be executed by both the
Company and the Participant, or certificates, letters or similar documents,
acceptance of which will evidence agreement to the terms thereof and of this
Plan.
(d) Board Discretion. Each type of Award may be made alone, in
addition to or in relation to any other type of Award. The terms of each type
of Award need not be identical, and the Board need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Board at the time of
award or at any time thereafter.
(e) Termination of Status. Subject to the provisions of Section
6(b)(iv), the Committee shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other termination
of employment or other status of a Participant and the extent to which, and the
period during which, the Participant's legal representative, guardian or
Designated Beneficiary may exercise rights under such Award.
(f) Mergers, Etc. In the event of a consolidation, merger or other
reorganization in which all of the outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity (an "Acquisition"), or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of directors of
any corporation assuming the obligations of the Company, may, in its
discretion, take any one or more of the following actions as to outstanding
Awards: (i) provide that such Awards shall be assumed, or substantially
equivalent Awards shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof) on such terms as the Board determines
to be appropriate, (ii) upon written notice to Participants, provide that all
unexercised Options or SARs will terminate immediately prior to the consummation
of such transaction unless exercised by the Participant within a specified
period following the date of such notice, (iii) in the event of an Acquisition
under the terms of which holders of the Common Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the Acquisition (the "Acquisition Price"), make or provide for a cash payment
to Participants equal to the difference between (A) the Acquisition Price times
the number of shares of Common Stock subject to outstanding Options or SARs
(to the extent then exercisable at prices not in excess of the Acquisition
Price) and (B) the aggregate exercise price of all such outstanding Options or
SARs in exchange for the termination of such Options and SARs, and (iv) provide
that all or any outstanding Awards shall become exercisable or realizable in
full prior to the effective date of such Acquisition.
-A8-
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<PAGE>
(g) Withholding. The Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date
of the event creating the tax liability. In the Board's discretion, and subject
to such conditions as the Board may establish, such tax obligations may be paid
in whole or in part in shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value.
The Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.
(h) Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Board considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable laws.
(i) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting
an Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
(j) Cancellation and New Grant of Options. The Board of Directors
shall have the authority to effect, at any time and from time to time, with the
consent of the affected optionees, (i) the cancellation of any or all
outstanding Options under the Plan and the grant in substitution therefor of
new Options under the Plan covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the cancelled Options or (ii) the
amendment of the terms of any and all outstanding Options under the Plan to
provide an option exercise price per share which is higher or lower than the
then current exercise price per share of such outstanding Options.
(k) Conditions on Delivery of Stock. The Company will not be
obligated to deliver any shares of Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan (i) until all
conditions of the Award have been satisfied or removed, (ii) until, in the
opinion of the Company's counsel, all applicable federal and state laws and
regulations have been complied with, (iii) if the outstanding Stock is at the
time listed on any stock exchange, until the shares to be delivered have been
listed or authorized to be listed on such exchange upon official notice of
notice of issuance, and (iv) until all other legal matters in connection with
the issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Stock has not been registered under the Securities
Act of 1933, as amended, the Company may require, as a condition to exercise of
the Award, such representations or agreements as the Company may consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Stock bear an appropriate legend restricting transfer.
-A9-
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<PAGE>
Section 11. Miscellaneous
(a) No Right To Employment or Other Status. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to continued employment or
service for the Company. The Company expressly reserves the right at any time
to dismiss a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Award.
(b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed under the Plan until he or she becomes the record holder thereof.
(c) Exclusion from Benefit Computations. No amounts payable upon
exercise of Awards granted under the Plan shall be considered salary, wages or
compensation to Participants for purposes of determining the amount or nature
of benefits that Participants are entitled to under any insurance, retirement
or other benefit plans or programs of the Company.
(d) Effective Date and Term.
(i) Effective Date. The Plan shall become effective when
adopted by the Board of Directors, but no Award granted under the Plan shall
become exercisable or effective unless and until the Plan shall have been
approved by the Company's stockholders. If such stockholder approval is not
obtained within twelve months after the date of the Board's adoption of the
Plan, each Award previously granted under the Plan shall be deemed to be
cancelled and no Awards shall be granted thereafter. Amendments to the Plan
not requiring stockholder approval shall become effective when adopted by the
Board of Directors; amendments requiring stockholder approval shall become
effective when adopted by the Board of Directors, but no Award granted after
the date of such amendment shall become exercisable or vested (to the extent
that such amendment to the Plan was required to enable the Company to grant
such Award to a particular optionee) unless and until such amendment shall have
been approved by the Company's stockholders. If such stockholder approval is
not obtained within twelve months of the Board's adoption of such amendment,
any Award granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such Award to a particular optionee. Subject to the limitations set
forth in this Section 11(d), Awards may be made under the Plan at any time after
the effective date and before the date fixed for termination of the Plan.
(ii) Termination. The Plan shall terminate upon the earlier
of (i) the close of business on the day next preceding the tenth anniversary of
the date of its adoption by the Board of Directors, or (ii) the date on which
all shares available for issuance under the Plan shall have been issued pursuant
to Awards under the Plan. Awards outstanding on such date shall continue to
have force and effect in accordance with the provisions of the instruments
evidencing such Awards.
(e) Amendment of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, provided that no amendment shall
be made without stockholder approval if such approval is necessary to comply
with any applicable tax or regulatory requirement. Prior to any such approval,
Awards may be made under the Plan expressly subject to such approval.
(f) Governing Law. The provisions of the Plan shall be governed
by and interpreted in accordance with the laws of the State of Delaware.
-A10-
<PAGE>
<PAGE> EXHIBIT B
BOSTON TECHNOLOGY, INC.
AMENDED AND RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN
1. Purposes.
The 1995 Employee Stock Purchase Plan of Boston Technology, Inc., as
amended, (the "Plan") is intended to provide a method whereby employees of
Boston Technology, Inc. and its subsidiary corporations, if any (hereinafter
collectively referred to, unless the context otherwise requires, the "Company"),
will have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of Common Stock of the Company. It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code"). The provisions of the Plan shall, accordingly, be construed so as
to extend and limit participation in a manner consistent with the requirements
of Section 423 of the Code.
2. Definitions.
(a) "base pay" means regular straight-time earnings (as the same may
be adjusted from time to time) but excluding payments for overtime, shift
differentials, incentive compensation, sales commissions, bonuses and other
special payments.
(b) "employee" means any person who is customarily employed for 20
or more hours per week and more than five months in a calendar year by the
Company or by a subsidiary corporation.
(c) "Offering Commencement Date" means the applicable date on which
an Offering under the Plan commences pursuant to Paragraph 4.
(d) "Offering Termination Date" means the applicable date on which
an Offering under the Plan terminates pursuant to Paragraph 4.
(e) "subsidiary corporation" means any present or future corporation
which (i) is a "subsidiary corporation" as that term is defined in Section 424
(f) of the Code and (ii) is designated as a participant in the Plan by the
Board of Directors or Committee described in Paragraph 13.
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<PAGE>
3. Eligibility.
(a) Any employee who shall have completed three months of
employment and shall be employed by the Company on the applicable Offering
Commencement Date shall be eligible to participate in the Plan.
(b) Any provision of the Plan to the contrary notwithstanding, no
employee shall be granted an option to participate in the Plan:
(i) if, immediately after the grant, such employee would
own stock, and/or hold outstanding options to purchase stock, possessing 5% or
more of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary corporation (for purposes of this Paragraph the
rules of Section 424(d) of the Code shall apply in determining stock ownership
of any employee); or
(ii) which permits his or her rights to purchase stock under
all employee stock purchase plans maintained by the Company and its subsidiaries
to accrue at a rate which exceeds $25,000 of the fair market value of the stock
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time.
4. Offering Dates.
The Plan will be implemented by eight semiannual offerings (referred to
herein collectively as "Offerings" and individually as an "Offering") of a
maximum of 50,000 shares each (subject to adjustment as provided in Paragraphs
12(a) and 17) of the Common Stock of the Company ("Common Stock"), subject to
Paragraphs 12, 17 and 22 below, as follows:
(i) Offering I shall commence on September 1, 1995 and
terminate on February 28, 1996.
(ii) Offering II shall commence on March 1, 1996 and
terminate on August 31, 1996.
(iii) Offering III shall commence on September 1, 1996 and
terminate on February 28, 1997.
(iv) Offering IV shall commence on March 1, 1997 and
terminate on August 31, 1997.
(v) Offering I shall commence on September 1, 1997 and
terminate on February 28, 1998.
(vi) Offering II shall commence on March 1, 1998 and
terminate on August 31, 1998.
(vii) Offering III shall commence on September 1, 1998 and
terminate on February 28, 1999.
(viii) Offering IV shall commence on March 1, 1999 and
terminate on August 31, 1999.
Participation in any one Offering under the Plan shall neither limit, nor
require, participation in any other Offering.
-B2-
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<PAGE>
5. Participation.
All eligible employees will become participants in an Offering on the
applicable Offering Commencement Date. Payroll deductions, if any, for a
participant shall commence on the applicable Offering Commencement Date of the
Offering and shall end on the Offering Termination Date of such Offering, unless
sooner terminated pursuant to Paragraph 10.
6. Payroll Deductions.
(a) Participants may elect to have amounts withheld from their base
pay by completing an authorization for a payroll deduction ("Authorization") on
the form provided by the Company and filing it with the Company's Director of
Treasury Operations. At the time a participant files his or her Authorization
for a payroll deduction, the participant shall elect to have deductions made
from his or her pay on each payday during the time he or she is a participant
in an Offering at the rate of 0, 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his or her
annualized base pay. If a participant has not filed an Authorization for a
previous Offering or for the applicable Offering at least seven (7) days prior
to the applicable Offering Commencement Date, he or she shall be deemed to have
filed an Authorization electing to withhold 0% of his or her annualized base
pay.
(b) All payroll deductions made for the participant shall be
credited to his or her account maintained by the Company under the Plan. A
participant may not make any separate cash payment into such account.
(c) Except as provided in Paragraph 8(b) or 10, a participant may
only make changes to the rate of deductions from his or her annualized base
pay, on not more than one occasion during an Offering, by completing a new
Authorization on the form provided by the Company and filing it with the
Company's Director, Treasury Operations as provided herein. Such new
Authorization shall be effective upon the commencement of the first pay period
subsequent to its filing. A participant may change his or her Authorization
only once during any Offering.
7. Granting of Option.
(a) For each of the Offerings, a participating employee shall be
deemed to have been granted an option (the "Option"), on the applicable Offering
Commencement Date, to purchase a maximum number of shares of the Common Stock
equal to an amount determined as follows: 85% of the market value of a share
of the Company's Common Stock on the applicable Offering Commencement Date shall
be divided into an amount equal to 6% of the employee's annualized base pay as
of such Offering Commencement Date. For all purposes of the Plan, the market
value of the Company's Common Stock shall be determined as provided in
subparagraph (b) below.
-B3-
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<PAGE>
An employee's "annualized base pay" for any Offering shall be determined
as follows: (i) for any employee who was employed by the Company for an entire
twelve-month period ending on the day prior to the Offering Commencement Date,
the employee's total base pay for such twelve-month period; (ii) for any
employee not employed for the entire twelve-month period, the sum of the base
pay earned in each of the full calendar months prior to the Offering
Commencement Date during which the employee was employed by the Company, divided
by the number of full calendar months for which the employee was employed,
multiplied by twelve.
(b) The purchase price of a share of Common Stock purchased with
payroll deductions made during each Offering (the "Option Exercise Price") shall
be the lower of:
(i) 85% of the last sale price of the Common Stock on the
New York Stock Exchange (or on such other national securities exchange on which
the Common Stock is then traded) as reported in The Wall Street Journal, on the
applicable Offering Commencement Date (or on the next regular business date on
which shares of Common Stock shall be traded if no shares of Common Stock shall
have been traded on such Offering Commencement Date); or
(ii) 85% of the last sale price of Common Stock on the
New York Stock Exchange (or on such other national securities exchange on which
the Common Stock is then traded) as reported in The Wall Street Journal, on the
applicable Offering Termination Date (or on the next regular business date on
which shares of Common Stock shall be traded if no shares of Common Stock shall
have been traded on such Offering Termination Date).
8. Exercise of Option.
With respect to each Offering during the term of the Plan:
(a) Unless a participant gives written notice of withdrawal to the
Company as provided in Paragraphs 8(b) and 10, his or her Option will be deemed
to have been exercised automatically on the Offering Termination Date applicable
to such Offering, for the purchase of the number of full shares of Common Stock
which the accumulated payroll deductions (without interest) in his or her
account maintained by the Company under the Plan at that time will purchase at
the applicable Option Exercise Price (but not in excess of the number of shares
for which options have been granted to the employee pursuant to Paragraph 7(a)),
and any excess in his or her account at that time will be returned to him or
her, with interest as determined by the Committee prior to each Offering
Commencement Date, based on the assumption that such excess comprises funds most
recently deducted from the participant's pay; provided that any excess returned
on account of fractional shares will not be credited with any interest.
(b) By written notice to the Director, Treasury Operations of the
Company at any time prior to the Offering Termination Date applicable to any
such Offering, a participant may elect to withdraw all, but not less than all,
of the accumulated payroll deductions in his or her account at such time, with
interest as determined by the Committee prior to each Offering Commencement
Date.
(c) Fractional shares will not be issued under the Plan and any
accumulated payroll deductions which would have been used to purchase fractional
shares shall be returned to an employee without interest promptly following the
termination of an Offering.
-B4-
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<PAGE>
9. Delivery.
As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to each participant, as appropriate, the
certificate or certificates representing the shares of Common Stock purchased
upon the exercise of such participant's Option.
10. Withdrawal.
(a) As indicated in Paragraph 8(b), a participant may withdraw
payroll deductions credited to his or her account with the Company under any
Offering at any time prior to the applicable Offering Termination Date by
giving written notice of withdrawal to the Director, Treasury Operations. All
of the participant's payroll deductions credited to his or her account will be
paid to the participant promptly after receipt of such notice of withdrawal and
no further payroll deductions will be made from his or her pay during such
Offering. The Company may, at its option, treat any attempt by an employee to
borrow on the security of accumulated payroll deductions as an election, under
Paragraph 8(b), to withdraw such deductions.
(b) A participant's withdrawal from any Offering will not have any
effect upon his or her eligibility to participate in any succeeding Offering or
in any similar Plan which may hereafter be adopted by the Company.
(c) Upon termination of the participant's employment for any reason,
including retirement but excluding death or disability, while in the employ of
the Company, the payroll deductions credited to his or her account will be
returned to the participant, with interest as determined by the Committee prior
to each Offering Commencement Date, or, in the case of his or her death
subsequent to the termination of employment, to the person or persons entitled
thereto under Paragraph 14.
(d) Upon termination of the participant's employment because of
disability or death, the participant or his or her beneficiary (as defined in
Paragraph 14) shall have the right to elect, by written notice given to the
Company's Director, Treasury Operations prior to the expiration of the period
of 30 days commencing with the date of the disability or death of the
participant, either
(i) to withdraw all of the payroll deductions credited to
the participant's account under the Plan; or
(ii) to exercise the participant's Option on the Offering
Termination Date next following the date of the participant's disability or
death for the purchase of the number of full shares of Common Stock which the
accumulated payroll deductions in the participant's account at the date of the
participant's disability or death will purchase at the applicable Option
Exercise Price, and any excess in such account will be returned to the
participant or said beneficiary.
If no such written notice of election is received by the Director,
Treasury Operations, the participant or beneficiary shall automatically be
deemed to have elected to withdraw the payroll deductions credited to the
participant's account at the date of the participant's disability or death and
the same will be paid promptly to the participant or said beneficiary with
interest as determined by the Committee prior to each Offering Commencement
Date.
-B5-
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<PAGE>
11. Interest.
No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any participant employee except upon withdrawal as
provided under Paragraphs 8(b) and 10 or upon the return of payroll deductions
as provided under Paragraphs 8(a) and 12(a). In the event of the return of
excess payroll deductions under Paragraphs 8(a) and 12(a), interest thereon, if
any, shall be computed assuming that such excess comprises funds most recently
deducted from the participant's pay.
12. Stock.
(a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan during any Offering under the Plan shall be
50,000 shares, subject to adjustment upon changes in capitalization of the
Company as provided in Paragraph 17. If the total number of shares for which
Options are exercised on any Offering Termination Date in accordance with
Paragraph 8 exceeds 50,000, the Company shall make a pro rata allocation of the
shares available for delivery and distribution in as nearly a uniform manner as
shall be practicable and as it shall determine to be equitable, and the balance
of payroll deductions credited to the account of each participant under the Plan
shall be returned to him or her as promptly as possible, with interest on such
balance at the rate determined by the Committee prior to each Offering
Commencement Date, based on the assumption that such excess comprises funds most
recently deducted from the participant's pay. If less than 50,000 shares are
purchased during an Offering, the amount not purchased may be carried over to
and made available during any subsequent Offering.
(b) The participant will have no interest in Common Stock covered by
his or her Option until such Option has been exercised.
(c) Common Stock to be delivered to a participant under the Plan
will be registered in the name of the participant, or, if the participant so
directs, by written notice to the Company prior to the Offering Termination
Date applicable thereto, in the names of the participant and one such other
person as may be designated by the participant, as joint tenants with rights
of survivorship, to the extent permitted by applicable law.
13. Administration.
The Plan shall be administered by the Compensation Committee appointed
by the Board of Directors of the Company (the committee so designated by the
Board of Directors shall hereinafter be referred to as the "Committee"). The
officer of the Company charged with day-to-day administration of the Plan shall,
for matters involving the Plan, be an ex-officio member of the Committee. The
interpretation and construction of any provision of the Plan and the adoption
of rules and regulations for administering the Plan shall be made by the
Committee, subject, however, at all times to the final approval of the Board of
Directors of the Company. Such rules may include, without limitation,
restrictions on the frequency of changes in withholding rates. Determinations
made by the Committee and approved by the Board of Directors of the Company with
respect to any matter or provision contained in the Plan shall be final,
conclusive and binding upon the Company and upon all participants, their heirs
or legal representatives. Any rule or regulation adopted by the Committee shall
remain in full force and effect unless and until altered, amended or repealed by
the Committee or the Board of Directors of the Company.
-B6-
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<PAGE>
14. Designation of Beneficiary.
A participant may file a written designation of a beneficiary who is to
receive any shares of Common Stock and/or cash in the event of the death of the
participant prior to the delivery of such shares or cash to the participant.
Such designation of beneficiary may be changed by the participant at any time
by written notice to the Company's Director of Treasury Operations. Within 30
days after the participant's death, the beneficiary may, as provided in
Paragraph 10(d), elect to exercise the participant's Option when it becomes
exercisable on the Offering Termination Date of the then current Offering.
Upon the death of a participant and upon receipt by the Company of proof of
identity and existence at the participant's death, (of a beneficiary validly
designated by the participant under the Plan) and upon and notice of election
of the validly designated beneficiary to exercise the participant's Option, the
Company shall deliver such cash to such beneficiary. In the event of the death
of a participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such participant's death, the Company
shall deliver such stock and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company) the Company, in its discretion, may
deliver such stock and/or cash to the spouse or to any one or more dependents of
the participant as the Company may determine. No beneficiary shall prior to the
death of the participant by whom he or she has been designated acquire any
interest in the stock or cash credited to the participant's account maintained
by the Company under the Plan.
15. Transferability.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an Option or to receive stock under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
by the participant otherwise than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such
act as an election to withdraw funds in accordance with Paragraph 8(b).
16. Use of Funds.
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose and the Company shall not
be obligated to segregate such payroll deductions.
17. Effects of Changes of Common Stock.
In the event of any changes of outstanding shares of the Common Stock by
reason of stock dividends, subdivisions, combinations and exchanges of shares,
recapitalizations, mergers in which the Company is the surviving corporation,
consolidations, and the like, the aggregate number and class of shares
available under the Plan and Option Exercise Price per share shall be
appropriately adjusted by the Board of Directors of the Company, whose
determination shall be conclusive. Any such adjustments may provide for the
elimination of any fractional shares which would otherwise become subject to
any Options.
-B7-
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<PAGE>
18. Amendment or Termination.
(a) The Board of Directors of the Company may at any time, and from
time to time, modify, terminate or amend the Plan in any respect, except that if
at any time the approval of the stockholders of the Company is required as to
such modification or amendment under (i) Section 423 of the Code, or (ii) under
Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or any successor
provisions ("Rule 16b-3"), or (iii) under any applicable listing requirements,
the Board of Directors may not effect such modification or amendment without
such approval.
(b) The termination or any modification or amendment of the Plan
shall not, without the consent of a participant, affect his or her rights under
an Option previously granted to him or her. With the consent of the participant
affected, the Board of Directors may amend outstanding Options in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to
amend or modify the terms and provisions of the Plan and of any Options
previously granted under the Plan to the extent necessary to ensure the
continued qualification of the Plan under Section 423 of the Code and
Rule 16b-3.
19. Notices.
All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received by the Company's Director of Treasury Operations.
20. Merger or Consolidation.
If the Company shall at any time merge into or consolidate with another
corporation and the Company is the surviving entity, the holder of each Option
then outstanding will thereafter be entitled to receive at the next Offering
Termination Date upon the automatic exercise of such Option under Paragraph 8(a)
(unless previously withdrawn pursuant to Paragraph 10) for each share as to
which such Option shall be exercised the securities or property which a holder
of one share of the Common Stock was entitled to upon and at the time of such
merger or consolidation, and the Board of Directors of the Company shall take
such steps in connection with such merger or consolidation as the Board of
Directors shall deem necessary to assure that the provisions of Paragraph 17
shall thereafter be applicable, as nearly as reasonably practicable, to such
securities or property. In the event of a merger or consolidation in which the
Company is not the surviving entity, or of a sale of all or substantially all
of the assets of the Company, the Plan shall terminate, and all payroll
deductions credited to participants' accounts shall be returned to them, with
interest as determined by the Committee prior to each Offering Commencement
Date; provided, however, that the Board of Directors may, in the event of such
merger, consolidation or sale, accelerate the Offering Termination Date of the
Offering then in effect and permit participants to purchase shares under the
Plan at such accelerated Offering Termination Date.
21. Approval of Stockholders.
The Plan has been adopted by the Board of Directors of the Company, but
all grants of Options shall be conditional upon the ratification and approval
of the Plan by the stockholders of the Company within twelve months after the
adoption of the Plan by the Board of Directors.
22. Registration and Qualification of the Plan Under Applicable Securities
Laws.
Notwithstanding anything to the contrary herein, no Option shall be
granted under the Plan until such time as the Company has qualified or
registered the shares which are subject to the Options under all applicable
state and federal securities laws to the extent required by such laws. In the
event the shares shall not have been so qualified and registered prior to the
date an Offering is scheduled to commence, the Offering Commencement Date shall
be the date upon which the registration of the shares and other qualification
shall have become effective.
-B8-
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<PAGE>
Exhibit C
BOSTON TECNOLOGY, INC.
AMENDED AND RESTATED
1995 DIRECTOR STOCK OPTION PLAN
1. Purpose
The purpose of this 1995 Director Stock Option Plan (the "Plan") of Boston
Technology, Inc. (the "Company") is to encourage ownership in the Company by
outside (non-employee) Directors of the Company whose continue services are
considered essential to the Company's future progress and to provide them with
a further incentive to serve as directors of the Company.
2. Administration.
The Plan will be administered by the Board of Directors of the Company, whose
construction and interpretation of the terms and provisions of the Plan shall
be final and conclusive. Grants of stock options under the plan and the
amount and nature of the awards to be granted shall be automatic and non-
discretionary in accordance with Section 5. However, all questions of
interpretation of the Plan or of any options issued under it shall be determined
by the Board of Directors and such determination shall be final and binding upon
all persons having an interest in the Plan. No director shall be liable for any
action or determination under the Plan made in good faith.
3. Participation in the Plan.
Directors of the Company who are not employees of the Company shall be eligible
to be granted options under the Plan; provided that, in any event, no options
under the Plan shall be granted to Greg C. Carr.
4. Stock Subject to the Plan.
(a) The maximum number of shares which may be issued under the Plan shall
be 300,000 shares of the Company's common stock $.001 par value per share
("Common Stock"), subject to adjustment as provided in Section 9.
(b) If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory options
which are not intended to meet the requirements of Section 422 of the Code.
-C1-
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<PAGE>
5. Terms, Conditions and Form of Option Agreements.
Each option granted under the Plan shall be evidenced by a written agreement in
such form as the Board of Directors shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:
(a) Option Grant Dates. Options shall be granted automatically to all
eligible directors as follows:
(i) each eligible director shall be granted an option to purchase 30,000
shares of Common Stock on March 1, 1995; and
(ii) each eligible director shall be granted an option to purchase 30,000
shares of Common Stock on May 8, 1997; and
(iii) upon the initial election of any eligible director as a director of the
Company, such director shall be granted an option to purchase 30,000 shares of
Common Stock.
(b) Option Exercise Price. The option exercise price per share for each
option granted under the Plan shall equal (i) the closing sale price per share
of the Company's Common Stock on the New York Stock Exchange (or, if the
Company is traded on a nationally recognized securities exchange on the date of
grant, the reported closing sale price per share of the Company's Common Stock
by such exchange) on the date of grant (or if no such price is reported on such
date, such price as reported on the nearest preceding day) or (ii) if the Common
Stock is not traded on the Nasdaq National Market or an exchange, the fair
market value per share on the date of grant as determined by the Board of
Directors.
(c) Options Non-Transferable. Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than by will or by
the laws of descent and distribution, or pursuant to a Qualified Domestic
Relations Order (as defined in Section 414 (p) of the Code), and shall be
exercised during the lifetime of the optionee only by such optionee. No
option or interest therein may be transferred, assigned, pledged or
hypothecated by the optionee during his or her lifetime, whether by operation
of law or otherwise, or be made subject to execution, attachment or similar
process.
(d) Exercise Period. Each option granted pursuant to Section 5 (a) above
shall become exercisable on a cumulative basis as to one-third of the shares
subject to the option on the date of each of the first, second and third annual
meeting of stockholders of the Company following the date of grant; provided,
however, that (i) no option granted under the Plan may be exercised more than
three years after the date the optionee ceases to serve as a director of the
Company, (ii) all options granted under the Plan shall terminate on the tenth
anniversary of the date of grant and (iii) all options granted under the Plan
are subject to Section 12 (a) below.
(e) Exercise Procedure. Options may be exercised only by written notice
to the Company at is principal office accompanied by payment in cash of the
full consideration for the shares as to which they are exercised.
-C2-
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<PAGE>
(f) Payment of Purchase Price. Payment of the exercise price may be made,
at the election of the optionee, (i) by delivery of cash or a check to the
order of the Company in an amount equal to the exercise price, (ii) by delivery
to the Company of shares of Common Stock of the Company already owned and held
by the optionee for a least twelve months and having a fair market value equal
in amount to the exercise price of the options being exercised, or (iii) by
any combination of such methods of payment. The fair market value of any shares
of Common Stock that may be delivered upon exercise of an option shall be
determined by the Company as of the date that such shares are delivered.
6. Assignments.
The rights and benefits under the Plan may not be assigned, whether voluntarily
or by operation of law, except as provided in Section 5 (c).
7. Time for Granting Options.
All options for shares subject to the Plan shall be granted, if at all, not
later than December 31, 1998.
8. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company will retain a director for any period of time.
(b) No Stockholder Rights for Options. An optionee shall have no rights as
a stockholder with respect to the shares covered by his or her option until the
date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such certificate is issued.
9. Changes in Common Stock.
(a) If the outstanding shares of Common Stock are increased, decreased or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are
distributed with respect to such shares of Common Stock or other securities,
through merger, consolidation, sale of all or substantially all of the assets
of the Company, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other distribution with respect
to such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment will be made in (i) the maximum number and kind of
shares reserved for issuance under the Plan, (ii) the number and kind of shares
or other securities subject to then outstanding options under the Plan and
(iii) the price for each such share subject to the Plan and (iii) the price for
each such share subject to any and all outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. No fractional shares will be issued under the Plan on account of
any such adjustments.
-C3-
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<PAGE>
(b) In the event that the Company is merged or consolidated into or with
another corporation (in which consolidation or merger the stockholders of the
Company receive distributions of cash or securities of another issuer as a
result thereof), or in the event that all or substantially all of the assets of
the Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the
acquiring or successor corporation (or an affiliate thereof), or (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidation unless exercised by the optionee
within a specified number of days following the date of such notice.
10. Amendment of the Plan.
The Board of Directors may at any time, and from time to time, modify, terminate
or amend the Plan in any respect, except that if at any time the approval of the
stockholders of the Company is required as to such modification or amendment
under any applicable listing requirement or any applicable tax or regulatory
requirement, the board of Directors may not effect such modification or
amendment without such approval.
11. Notice.
Any written notice to the Company required by any of the provisions of the Plan
shall be addressed to the Treasurer of the Company and shall become effective
when it is received.
12. Miscellaneous Provisions.
(a) Effective Date. The Plan shall become effective when ratified by the
Company's stockholders. No option granted under the Plan may be exercised prior
to such approval, and in the event such approval is not obtained all options
granted hereunder shall immediately terminate.
(b) Termination. The Plan shall terminate upon the earlier of (i) December
31, 1998, or (ii) the date on which all shares available for issuance under the
Plan shall have been issued pursuant to the exercise of options granted under
the Plan. If the date of termination is determined under (i) above, then
options outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such options.
(c) Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware.
-C4-
<PAGE>
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Them sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
June 25, 1997.
Thank you in advance for your consideration of these matters.
Sincerely,
Boston Technology, Inc.
For All
For Withhold Except
1. To elect seven directors for the
ensuing year. ----- ----- -----
Greg C. Carr Richard K. Snelling
Richard J. Connaughton Francis E. Girard
Herman B. Leonard Robert J. Slezak
Joseph E. Norberg
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the nominee's(s) name(s).
Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. To approve an Amendment to the Company's 1996
Stock Incentive Plan as described in the
Proxy Statement. --- --- ---
3. To approve an Amendment to the Company's 1995
Employee Stock Purchase Plan as described in
the Proxy Statement. --- --- ---
4. To approve an Amendment to the Company's 1996
Director Stock Option Plan as described in the
Proxy Statement. --- --- ---
5. To transact such other business as may properly
come before the meeting or any adjournments thereof.
BOSTON TECHNOLOGY, INC.
100 Quannapowitt Parkway
Wakefield, Massachusetts 01880
Annual Meeting of Stockholders - June 25, 1997
Proxy Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby appoints Greg C. Carr and
Carol B. Langer as Proxies, with full power of substitution to each, to vote
for and on behalf of the undersigned at the 1997 Annual Meeting of Stockholders
of Boston Technology, Inc. to be held at the Boston Marriott Copley,
100 Huntington Avenue, Boston, Massachusetts, on Wednesday, June 25, 1997, at
3:00 p.m. Eastern Daylight Time, and at any adjournment or adjournments
thereof. The undersigned hereby directs the said proxies to vote in accordance
with their judgment on any matters which may properly come before the Annual
Meeting, all as indicated in the Notice of Annual Meeting, receipt of which
is hereby acknowledged, and to act on the matters set forth in such notice as
specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1, 2, 3, AND 4.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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