<PAGE>
As filed with the Securities and Exchange Commission
on February 28, 1996
Registration No. ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PARAMETRIC TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2866152
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
128 Technology Drive, Waltham, MA 02154
--------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
1987 INCENTIVE STOCK OPTION PLAN
--------------------------------
(Full title of Plan)
Edwin J. Gillis
Senior Vice President of Finance and Administration
Parametric Technology Corporation
128 Technology Drive
Waltham, Massachusetts 02154
----------------------------
(Name and address of agent for service)
(617) 398-5000
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
- --------------------- ------------------ ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 shares/1/ $73.25/2/ $219,750,000/2/ $75,775.86
$.01 par value
</TABLE>
- ---------------
/1/ This Registration Statement registers additional shares to be offered by
Registrant pursuant to its 1987 Incentive Stock Option Plan.
/2/ Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, and based on
the average of the high and low sale prices of the Common Stock as reported
by the Nasdaq Stock Market's National Market on February 26, 1996
Page 1 of 17
(Exhibit Index on p. 5)
<PAGE>
The contents of the Registration Statement on Form S-8 of Parametric
Technology Corporation (the "Company"), as filed with the Securities and
Exchange Commission (the "Commission") on March 7, 1990 (Commission File No. 33-
33769) (the "Original Registration Statement"), relating to the registration of
8,434,356 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), authorized for issuance under the Company's 1987 Incentive
Stock Option Plan (the "ISO Plan"), are incorporated by reference in their
entirety herein in accordance with General Instruction E to form S-8. Since the
filing of the Original Registration Statement, five Registration Statements on
Form S-8 have been filed with the Commission on May 17, 1991 (Commission File
No. 33-40635), September 17, 1992 (Commission File No. 33-52046), February 9,
1993 (Commission file No. 33-58020), February 7, 1994 (Commission File No. 33-
75018) and February 14, 1995 (Commission file No. 33-89530) each relating to the
registration of 2,400,000 additional shares of Common Stock, for issuance under
the ISO Plan. This Registration Statement provides for the registration of an
additional 3,000,000 shares of Common Stock recently authorized for issuance
under the ISO Plan. All Common Stock share numbers in this Form S-8 have been
adjusted to reflect the one-for-one, one-for-two, one-for-one and one-for-one
stock dividends on all issued and outstanding shares of Common Stock (excluding
shares held in the Company's treasury) declared by the Company's Board of
Directors on October 6, 1989, May 16, 1991, February 4, 1992, and February 4,
1993, effective on October 26, 1989, June 27, 1991, February 25, 1992 and
February 25, 1993, respectively.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Waltham, Massachusetts, on the 8th day of
February, 1996.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Steven C. Walske
---------------------
Steven C. Walske
Chief Executive Officer and Chairman of
the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute C. Richard Harrison, Edwin J. Gillis
and Martha L. Durcan, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Parametric
Technology Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said registration statement and
any and all amendments thereto.
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
[S] [C] [C]
(i) Principal Executive Officer:
/s/ Steven C. Walske Chief Executive Officer February 8, 1996
- -------------------- and Chairman
Steven C. Walske of the Board
(ii) Principal Financial
and Accounting Officer:
/s/ Edwin J. Gillis Senior Vice President February 8, 1996
- -------------------- of Finance and
Edwin J. Gillis Administration, Chief
Financial Officer and
Treasurer
3
<PAGE>
Signature Title Date
--------- ----- ----
(iii) Board of Directors:
/s/ Steven C. Walske Director February 8, 1996
---------------------
Steven C. Walske
/s/ C. Richard Harrison Director February 8, 1996
------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director February 8, 1996
----------------------
Robert N. Goldman
/s/ Donald K. Grierson Director February 8, 1996
-----------------------
Donald K. Grierson
/s/ Noel G. Posternak Director February 8, 1996
----------------------
Noel G. Posternak
/s/ Michael E. Porter Director February 8, 1996
----------------------
Michael E. Porter
/s/ Oscar B. Marx, III Director February 8, 1996
-----------------------
Oscar B. Marx, III
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
4.1(a) Restated Articles of Organization. Filed *
as Exhibit 3.4 to the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1993 and incorporated herein
by reference.
4.1(b) Articles of Amendment to Restated 6
Articles of Organization of the
Registrant.
4.2 By-Laws, as amended and restated, of the *
Registrant. Filed as Exhibit 3.2 to the
Annual Report on Form 10-K for the fiscal
year ended September 30, 1990 and
incorporated herein by reference.
5.1 Opinion of Palmer & Dodge as to the legality of the securities 10
registered hereunder.
23.1 Consent of Palmer & Dodge, (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP. 11
24.1 Power of Attorney (contained on the
signature page hereto).
99.1 1987 Incentive Stock Option Plan. 12
</TABLE>
- ------------
* Incorporated by reference
5
<PAGE>
EXHIBIT 4.1(b)
FEDERAL IDENTIFICATION
No. 04-2866152
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, C. Richard Harrison, President
and Martha L. Durcan, Clerk
of Parametric Technology Corporation
(Exact name of corporation)
located at 128 Technology Drive, Waltham, Massachusetts 02154
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
- -3-
(Number those articles 1,2,3,4,5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on February
8, 1996 by vote of:
37,941,482 shares of Common Stock of 63,198,880 shares outstanding.
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:/
6
<PAGE>
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-------------------------------------------------------------------------------
NUMBER OF NUMBER OF PAR
TYPE SHARES TYPE SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: None Common: 75,000,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: None Preferred: 5,000,000 $.01
- --------------------------------------------------------------------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-------------------------------------------------------------------------------
NUMBER OF NUMBER OF PAR
TYPE SHARES TYPE SHARES VALUE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: None Common: 215,000,000 $.01
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Preferred: None Preferred: 5,000,000 $.01
- ---------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: N/A .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 9th day
of February, 1996,
/s/ C. Richard Harrison, *President
/s/ Martha L. Durcan, *Clerk
*Delete the inapplicable words.
8
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment
and, the filing fee in the amount of $_______________
having been paid, said articles are
deemed to have been filed with me this ______________
day of ___________________ 1996.
Effective date:______________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
ATTN: Scott Duggan, Esq.
9
<PAGE>
EXHIBIT 5.1
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
February 27, 1996
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 3,000,000 additional shares of Common Stock, $.01 par
value per share (the "Shares"), of Parametric Technology Corporation, a
Massachusetts corporation (the "Company"), issuable upon exercise of options
granted or to be granted under the Company's 1987 Incentive Stock Option Plan,
as amended through the date hereof (the "Plan").
We have examined the Articles of Organization and By-Laws of the Company and
all amendments thereto, the Plan and originals, or copies certified to our
satisfaction, of all pertinent records of meetings of the directors and
stockholders of the Company, the Registration Statement and such documents and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, it is our opinion that the Shares
have been duly authorized for issuance and, when issued in accordance with the
terms of the Plan against payment therefor, will be legally issued, fully paid
and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge
PALMER & DODGE
10
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 19, 1995, except as to Notes F
and G which are as of November 17, 1995, which appears on page 35 of the 1995
Annual Report to Stockholders of Parametric Technology Corporation, which is
incorporated by reference in Parametric Technology Corporation's Annual Report
on Form 10-K for the year ended September 30, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 13 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 23, 1996
11
<PAGE>
EXHIBIT 99.1
PARAMETRIC TECHNOLOGY CORPORATION
1987 Incentive Stock Option Plan
As amended through the February 8, 1996 Annual Meeting of Stockholders
1. Definitions. As used in this Incentive Stock Option Plan of PARAMETRIC
TECHNOLOGY CORPORATION, the following terms shall have the following meanings:
1. Board shall mean the company's Board of Directors.
2. Code shall mean the United States Internal Revenue Code of 1986, as
amended from time to time.
3. Company shall mean PARAMETRIC TECHNOLOGY CORPORATION.
4. Fair Market Value shall mean the value of a share of Stock of the
Company on any date as determined by the Board.
5. Grant Date shall mean the date on which an Option is granted, as
specified in Section 7.
6. Incentive Stock Option shall mean an Option intended to qualify as
an incentive stock option within the meaning of Section 422A of the Code.
7. Option shall mean an option, granted under the Plan, to purchase
shares of the Stock.
8. Option Agreement shall mean an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.
9. Option Price shall mean the price per share of the Stock to be paid
by an Optionee upon exercising an Option under this Plan.
10. Option Share shall mean any share of the Stock transferred to an
Optionee upon exercise of an Option pursuant to this Plan.
11. Optionee shall mean a person eligible to receive an Option, as
provided in Section 8, to whom an Option shall have been granted under this
Plan.
12. Plan shall mean this Incentive Stock Option Plan of the Company as
it may be amended from time to time.
13. Stock shall mean the common stock, $.01 par value, of the Company.
14. Eligible Participants shall mean key employees and consultants of
the Company.
12
<PAGE>
15. Engagement shall mean the employment relationship, in the case of
employees, or the services arrangement, in the case of consultants, between
the Company and the Eligible Participants, as the case may be.
2. Purpose. This Incentive Stock Option Plan is intended to encourage
ownership of the Stock by Eligible Participants of the Company and of its
subsidiaries and to provide additional incentive for them to promote the growth,
development and financial success of the Company's business. This Plan is
intended to be an incentive stock option plan, and the Company may grant
pursuant to this Plan either Incentive Stock Options or Options which do not
qualify as Incentive Stock Options.
3. Term of the Plan. Options under this Plan may be granted on or after the
date this Plan is approved by the stockholders of the Company; but no Option
under this Plan may be granted more than ten years from the earlier of (a) the
date this Plan is adopted by the Board, and (b) the date this Plan is approved
by the stockholders of the Company.
4. Stock Subject to the Plan. Subject to adjustment as provided in Section
14 of this Plan, at no time shall the sum of (i) the number of shares of the
Stock then outstanding which are attributable to the exercise of Options granted
under this Plan, and (ii) the number of shares of the Stock then issuable upon
exercise of outstanding Options granted under this Plan exceed 24,396,000
shares. Shares to be issued upon the exercise of Options granted under this Plan
may be either authorized but unissued or shares held by the Company in its
treasury. If any Option expires or terminates for any reason without having been
exercised in full, the shares not purchased thereunder shall again be available
for Options thereafter to be granted under this Plan.
5. Administration. This Plan shall be administered by the Board or by a
duly appointed committee of the Board having such powers as shall be specified
by the Board; provided, however, that any grants of Options under this Plan to
an officer (as defined in Section 16, and the rules promulgated thereunder
("Section 16"), of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) or director of the Company shall be made by the Officers' Stock
Option Committee which shall, in accordance with Section 16 of the Exchange Act,
consist of "disinterested" members of the Board. Subsequent references herein
to the Board shall also refer to such committees, as appropriate, if they have
been appointed. No member of the Board shall act upon any matter exclusively
affecting any Option granted or to be granted to himself or herself under this
Plan. Subject to the provisions of this Plan, the Board shall have complete
authority, in its discretion, to make the following determinations with respect
to each Option to be granted by the Company: (a) the Eligible Participant to
receive the Option; (b) the time of granting the Option; (c) the number of
shares subject thereto; (d) the Option Price; (e) the Option period; and (f) the
period of exercisability following the termination of Optionee's Engagement. In
making such determinations, the Board may take into account the nature of the
services rendered by the respective Eligible Participants, their present and
potential contributions to the success of the Company and its subsidiaries, and
such other factors as the Board, in its discretion, shall deem relevant. Subject
to the provisions of this Plan, the Board shall also have complete authority to
interpret this Plan, to prescribe, amend and rescind rules and regulations for
the administration of this Plan, to determine the terms and provisions of the
respective Option Agreements (which need not be identical), to decide all
questions and settle all controversies and disputes which may arise in
connection with this Plan, and to make all other determinations necessary or
advisable for the administration of this Plan. The Board's determinations on
the matters referred to in this Section 5 shall be conclusive and binding on all
persons concerned.
6. Eligibility. An Option may be granted only to an Eligible Participant of
any one or more of the Company and its subsidiaries. A director of any one or
more of the Company and its subsidiaries who is not also an Eligible Participant
of any one or more of the Company and its subsidiaries shall not be eligible to
receive an Option. An Optionee may hold more than one Option, but only on the
terms and subject to the conditions and restrictions herein set forth. No
Optionee may receive an Option grant which would result in such Optionee having
received, during the fiscal year of the Company in which the grant is proposed
to be made, Options for more than an aggregate of 1,000,000 shares of Stock.
13
<PAGE>
7. Time of Granting Options. The granting of an Option shall take place at
the time specified by the Board. Only if expressly so provided by the Board
shall the Grant Date be the date on which an Option Agreement shall have been
duly executed and delivered by the Company and the Optionee.
8. Option Price. The Option Price under each Option shall not be less than
100 percent of the Fair Market Value of the Stock on the Grant Date; provided,
however, that in the case of an Incentive Stock Option granted to an individual
who, on the Grant Date, owns stock possessing more than ten (10%) percent of the
total combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation of the Company (a "10% Stockholder"), the
Option Price shall not be less than 110 percent of the Fair Market Value of the
Stock on such Grant Date. The Fair Market Value of the Stock at the time any
Option is granted shall be determined by the Board after considering all
relevant information. In making any such determination, the Board shall act in
good faith so as to ensure that the Option Price is not less than 100 percent
(or 110 percent, if required) of such Fair Market Value.
9. Option Period. Each Option shall be exercisable at such time or times,
whether or not in installments (which may be cumulative or non-cumulative), as
the Board may determine; and, in the case of an Option made exercisable in
installments, the Board may later determine to accelerate the time by which any
one or more of such installments may be exercised. Notwithstanding the
foregoing, no Option may be exercised after the expiration of (i) ten years from
the date such Option is granted, or (ii) five years from the date such Option is
granted, in the case of an Incentive Stock Option granted to an individual who,
on the Grant Date, is a 10% Stockholder.
10. Special Limitation on Exercise. Notwithstanding anything to the
contrary contained in this Plan the aggregate fair market value of the shares of
Stock with respect to which Incentive Stock Options granted under this Plan or
under any other incentive stock option plan of the Company or of a parent or
subsidiary corporation of the Company are exercisable for the first time by any
Eligible Participant during any calendar year shall not exceed $100,000. For
purposes of this Section 10, the fair market value of the shares of Stock for
which any such Incentive Stock Option is granted shall be determined as of the
time of the granting of such Incentive Stock Option.
11. Exercise of Option; Investment Purpose. Each exercise of an Option
hereunder may be effected only giving written notice, in the manner provided in
Section 19 hereof, of intent to exercise the Option, specifying the number of
shares as to which the Option is being exercised, and accompanied by full
payment of the Option Price for the number of shares then being acquired. Such
payment shall be made in cash, by certified or bank check payable to the order
of the Company, credit to the Company's account at a financial or brokerage
institution on the date of exercise, or, if the Option so provides, (i) in
shares of the Stock having an aggregate Fair Market Value, at the time of such
payment, equal to the total Option Price for the number of shares of the Stock
for which payment is then being made, or (ii) partly in cash or by certified or
bank check payable to the order of the Company and the balance in shares of the
Stock having an aggregate Fair Market Value, at the time of such payment, equal
to the difference between the total Option Price for the number of shares of the
Stock for which payment is then being made and the amount of the payment in cash
or by certified or bank check; provided, however, that no part of the purchase
price for any shares of the Stock being purchased pursuant to an exercise of an
Option shall be paid in shares of the Stock which were previously acquired by
the Optionee (x) pursuant to an earlier exercise of such Option, or (y) pursuant
to the exercise of another incentive stock option granted by the Company if the
previously acquired shares have been held by the Optionee for less than two
years since the date of the granting of such other option to him or for less
than one year since the transfer to him of such previously acquired shares. The
determination of such aggregate Fair Market Value shall be made by the Board,
whose determination in this regard shall be final and binding on all concerned.
Receipt by the Company of such notice and payment shall, for purposes of
this Plan, constitute exercise of the Option or a part thereof. Within twenty
(20) days thereafter, the Company shall deliver or cause to be
14
<PAGE>
delivered to the Optionee a certificate or certificates for the number of shares
of the Stock then being purchased by him. Such shares shall be fully paid and
nonassessable. If any law or applicable regulation of the Securities and
Exchange Commission or other public regulatory authority (including, but not
limited to, a stock exchange) shall require the Company or the Optionee (a) to
register or qualify, under the Securities Act of 1933, as amended, any similar
federal statute then in force or any state law regulating the sale of
securities, any Option Shares with respect to which notice of intent to exercise
shall have been delivered to the Company or (b) to take any other action in
connection with such shares before issuance thereof may be effected, then the
delivery of the certificate or certificates for such shares shall be postponed
until completion of the necessary action, which the Company shall take in good
faith and without delay. All such action shall be taken by the Company at its
own expense.
The Company may require an individual exercising an Option to represent
that his purchase of shares of the Stock pursuant to such exercise is for his
own account, for investment and without a view to resale or distribution, and
that he will not sell or otherwise dispose of any of such shares except pursuant
to (i) an effective registration statement covering such transaction filed with
the Securities and Exchange Commission and in compliance with all of the
applicable provisions of the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or (ii) an opinion of Company counsel that such
registration is not required.
12. Transferability of Options. Each Option granted hereunder shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution or, in the case of an officer (as defined in Section 16 of the
Exchange Act) or director of the Company, such other means as may be permitted
by Rule 16b-3 (or any successor provision) under the Exchange Act. Each Option
granted hereunder may be exercised, during the Optionee's lifetime, only by him
or her. In addition, Options granted to an officer (as defined in Section 16 of
the Exchange Act) or director of the Company shall not be transferable for a
period of six months following the grant Date. From and after the death of an
Optionee, each Option held by such Optionee at his death, to the extent then
exercisable, may be exercised prior to its termination by the person(s) to whom
the Optionee's option rights pass by will or by the applicable laws of descent
and distribution.
13. Termination of Engagement. In the event that an Optionee's Engagement
is terminated for any reason (voluntary or involuntary) and the period of
exercisability for a particular Option following such termination has not been
specified by the Board, each such Option then held by that Optionee shall expire
to the extent not previously exercised ten (10) days after such Optionee's
Engagement is terminated, except that -
(a) If the Optionee is on military, sick leave or other bona fide
leave of absence (such as temporary employment by the federal government),
his Engagement with the Company will be treated as continuing intact if the
period of such leave does not exceed ninety (90) days, or, if longer, so
long as the Optionee's right to reemployment or the survival of his or her
service arrangement with the Company is guaranteed either by statute or by
contract; otherwise, the Optionee's Engagement will be deemed to have
terminated on the 91st day of such leave.
(b) If the Optionee's Engagement is terminated by reason of his
retirement from the Company, each Option then held by the Optionee, to the
extent exercisable at retirement, may be exercised by the Optionee at any
time within three (3) months after retirement unless terminated earlier by
its terms.
(c) If the Optionee's Engagement is terminated by reason of his death,
each Option then held by the Optionee, to the extent exercisable at the
date of death, may be exercised at any time within one year after that date
(unless terminated earlier by its terms) by the person(s) to whom the
Optionee's option rights pass by will or by the applicable laws of descent
and distribution.
(d) If the Optionee's Engagement is terminated by reason of his
becoming permanently and totally disabled, each Option then held by the
Optionee, to the extent exercisable upon the occurrence of permanent and
total disability, may be exercised by the Optionee at any time within one
(1) year after such
15
<PAGE>
occurrence unless terminated earlier by its terms. For purposes hereof, an
individual shall be deemed to be "permanently and totally disabled" if he
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. Any determination of
permanent and total disability shall be made in good faith by the Company
on the basis of a report signed by a qualified physician.
14. Adjustment of Number of Option Shares. Each Option Agreement shall
provide that, in the event of any stock dividend payable in the Stock or any
split-up or contraction in the number of shares of the Stock occurring after the
date of such Agreement and prior to the exercise in full of the Option covered
thereby, the number of shares subject to such Agreement and the price to be paid
for each share subject to such Option shall each be proportionately adjusted.
Each such Agreement shall also provide that, in case of any reclassification or
change of outstanding shares of the Stock occurring after the date of such
Agreement and prior to the exercise in full of the Option covered thereby, the
number and kind of shares of Stock subject to such Agreement and the price to be
paid for each share subject to such Option shall each be appropriately adjusted.
Each Option Agreement shall further provide that, in the event of any
reorganization, consolidation or merger to which the Company is a party and in
which the Company does not survive, or upon the dissolution or liquidation of
the Company, the Option covered thereby shall terminate; provided, however, that
(i) in the event of the liquidation or dissolution of the Company, or in the
event of any such reorganization, consolidation or merger in which the Company
does not survive and with respect to which the resulting or surviving
corporation does not assume such Option or issue a substitute Option therefor,
such Option shall be exercisable in full, without regard to any installment
restrictions on exercise imposed pursuant to this Plan or such Option Agreement
(but subject to Section 10 hereof), during such period preceding the effective
date of such liquidation, dissolution, reorganization, consolidation or merger
(unless such Option is terminated earlier by its terms) as may be specified by
the Board; and (ii) in the event of any such reorganization, consolidation or
merger, the Board may, in its good faith discretion, arrange to have the
resulting or surviving corporation assume such Option or issue a substitute
option therefor.
No fraction of a share shall be purchasable or deliverable upon exercise of
an Option, but, in the event any adjustment hereunder of the number of shares
covered by the Option shall cause such number to include a fraction of a share,
such fraction shall be adjusted to the nearest smaller whole number of shares.
In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
shares of the Stock of the nature contemplated by this Section 14, the number of
shares of the Stock available for the purpose of the plan, as stated in Section
4, shall be correspondingly adjusted.
15. Reservation of Stock. The Company shall at all times during the term of
this Plan and of the Options granted hereunder reserve and keep available such
number of shares of the Stock as will be sufficient to satisfy the requirements
of this Plan and shall pay all fees and expenses necessarily incurred by the
Company in connection therewith.
16. Limitation of Rights in the Option Shares. An Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
his Option Shares except to the extent that the Option covering such Shares
shall have been exercised with respect thereto and, in addition, a certificate
shall have been issued therefor and delivered to the Optionee. No adjustment
shall be made for dividends (ordinary or extraordinary, and whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such certificate is issued, except as provided
in Section 14.
17. Engagement Rights. Neither the adoption, maintenance nor operation of
this Plan shall confer upon any Eligible Participant of the Company or of a
parent or subsidiary corporation of the Company any right
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with respect to the continuance of his Engagement by any of such corporations,
nor shall they interfere in any way with the right of any of such corporations
to terminate the Engagement of any Eligible Participant.
18. Termination and Amendment of the Plan. The Board may at any time
terminate this Plan or make such modifications to the Plan as it shall deem
advisable, except that no amendment of this Plan shall (a) increase the
aggregate number of shares of Stock which may be issued under this Plan (except
pursuant to Section 14), materially increase the benefits accruing to
participants in the Plan or make any change in the designation of the Eligible
Participants or class of Eligible Participants eligible to receive Options under
this Plan without the approval of the stockholders of the Company; (b) impair
the rights or increase the obligations of any Optionee under any Option
theretofore granted under this Plan without the written consent of such
Optionee; or (c) cause any Option at any time granted under this Plan to fail to
qualify as an incentive stock option under Section 422A of the Code.
19. Notices. Any communication or notice required or permitted to be given
under this Plan shall be in writing and mailed by registered or certified mail
or delivered in hand, if to the Company, to its Treasurer at Parametric
Technology Corporation, 128 Technology Drive, Waltham, Massachusetts 02154 and,
if to an Optionee, to such address as the Optionee shall last have furnished to
the communicating party.
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