<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MAPINFO CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MAPINFO CORPORATION
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
MapInfo Corporation
One Global View
Troy, NY 12180
January 16, 1998
Dear MapInfo Stockholder:
You are cordially invited to our Annual Stockholders' Meeting on Wednesday,
February 25, 1998 at 4:00 p.m., local time. The meeting will be held in the
Company's offices at Two Global View, Troy, New York.
We hope to see you on February 25. Whether or not you plan to attend, it is
important that you sign the enclosed proxy and return it to us as soon as
possible so your shares will be represented.
Our best wishes for a happy new year!
Sincerely,
/s/ Michael D. Marvin /s/ John C. Cavalier
Michael D. Marvin John C. Cavalier
Chairman President and Chief Executive
Officer
<PAGE>
MAPINFO CORPORATION
ONE GLOBAL VIEW
TROY, NEW YORK 12180
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, FEBRUARY 25, 1998
The Annual Meeting of Stockholders of MapInfo Corporation, a Delaware
corporation (the "Company"), will be held at the Company's offices at Two
Global View, Troy, New York on February 25, 1998 at 4:00 p.m., local time, to
consider and act upon the following matters:
1. To elect seven directors to serve for the ensuing year.
2. To approve an amendment to the Company's 1993 Stock Incentive Plan, as
described herein.
3. To approve an amendment to the Company's 1993 Employee Stock Purchase Plan,
as described herein.
4. To ratify the selection by the Board of Directors of Coopers & Lybrand
L.L.P. as the Company's independent accountants for the current
fiscal year.
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record at the close of business on January 9, 1998 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.
The stock transfer books of the Company will remain open.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
John F. Haller,
Secretary
Troy, New York
January 16, 1998
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 ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE
PROXY IS MAILED IN THE UNITED STATES.
<PAGE>
MAPINFO CORPORATION
ONE GLOBAL VIEW
TROY, NEW YORK 12180
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of MapInfo Corporation, a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders
(the "Annual Meeting") to be held on Wednesday, February 25, 1998 and at any
adjournments of the Annual Meeting. All proxies will be voted in accordance
with the stockholders' instructions, and if no choice is specified, the
proxies will be voted in favor of the matters set forth in the accompanying
Notice of Meeting. Any proxy may be revoked by a stockholder at any time
before its exercise by delivery of written revocation or a subsequently dated
proxy to the Secretary of the Company or by voting in person at the Annual
Meeting.
At the close of business on January 9, 1998, the record date for the
determination of stockholders entitled to vote at the Annual Meeting (the
"Record Date"), there were outstanding and entitled to vote an aggregate of
5,939,683 shares of common stock, $0.002 par value per share, of the Company
(the "Common Stock"). Stockholders are entitled to one vote per share.
The Company's predecessor was incorporated in New York in 1986 ("MapInfo New
York"). On November 6, 1997 MapInfo New York merged with and into the Company,
then a wholly-owned subsidiary of MapInfo New York, for the sole purpose of
reincorporating MapInfo New York as a Delaware corporation, and the Company
succeeded to all of the rights and liabilities of MapInfo New York. All
references herein to MapInfo or the Company refer to MapInfo New York for
periods or events prior to November 6, 1997.
The Company's Annual Report for 1997 and Form 10-K were mailed to
stockholders, along with these proxy materials, on or about January 16, 1998.
VOTES REQUIRED
The holders of a majority of the number of shares of Common Stock issued,
outstanding and entitled to vote at the Annual Meeting shall constitute a
quorum at the Annual Meeting. Shares of Common Stock present in person or
represented by proxy (including shares which abstain or do not vote with
respect to one or more of the matters presented for stockholder approval) will
be counted for purposes of determining whether a quorum is present.
Director nominees must receive a plurality of the votes cast at the Annual
Meeting, which means that a vote withheld from a particular nominee or
nominees will not affect the outcome of the election. The approval of the
amendments to the Company's 1993 Stock Incentive Plan and 1993 Employee Stock
Purchase Plan and the selection of Coopers & Lybrand L.L.P. as the Company's
independent accountants for the current fiscal year must be approved by a
majority of the votes cast on the matter.
Shares that abstain from voting as to a particular matter will not be
counted as votes in favor of such matter, but will be counted as shares voting
on such matter. Accordingly, an abstention from voting on a matter has the
same effect as a vote against the matter. Shares held in street name by
brokers or nominees who indicate on their proxy that they do not have
discretionary authority to vote such shares as to a particular matter will not
be counted as votes in favor of such matter and will also not be counted as
shares voting on such matter. Accordingly, a "broker non-vote" on a matter
that requires the affirmative vote of a certain percentage of the shares
present and voting on the matter, such as the election of directors, the
approval of the amendments to the 1993 Stock Incentive Plan and the 1993
Employee Stock Purchase Plan and the ratification of independent accountants,
has no effect on the voting on such matter.
1
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information, as of October 31, 1997,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each executive officer of the Company named in the Summary Compensation Table
set forth under the caption "Executive Compensation" below and (iv) all
directors and executive officers of the Company as of October 31, 1997 as a
group:
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE OF
BENEFICIALLY COMMON STOCK
BENEFICIAL OWNER OWNED(1) OUTSTANDING(2)
---------------- ------------ --------------
<S> <C> <C>
John F. Haller (3)................................. 387,130 6.5%
Laszlo C. Bardos (4)............................... 202,345 3.4%
John F. Burton (5)................................. 5,644 *
John C. Cavalier (6)............................... 50,000 *
Michael D. Marvin (7) ............................. 232,694 3.9%
George C. McNamee (8).............................. 52,688 *
James A. Perakis (9)............................... 7,766 *
D. Joseph Gersuk (10).............................. 33,973 *
Elizabeth A. Ireland (11).......................... 27,767 *
F. Steven Weick (12)............................... 2,761 *
All directors and executive officers as a group (9
persons) (13)..................................... 1,000,007 16.4%
</TABLE>
- --------
* Less than 1%
(1) The inclusion herein of any shares of Common Stock deemed beneficially
owned does not constitute an admission of beneficial ownership of those
shares. Unless otherwise indicated, each person listed above has sole
voting and investment power with respect to the shares listed. Any
reference in the footnotes below to stock options held by the person in
question relates to stock options which were exercisable or exercisable
within 60 days after October 31, 1997.
(2) Number of shares deemed outstanding includes 5,925,234 shares outstanding
as of October 31, 1997 plus any shares subject to options held by the
person or entity in question which were exercisable or exercisable within
60 days after October 31, 1997.
(3) The business address for Mr. Haller is c/o MapInfo Corporation, One Global
View, Troy, New York 12180.
(4) Includes 25,000 shares held by Mr. Bardos' wife, as to which shares Mr.
Bardos disclaims beneficial ownership.
(5) Consists of 5,644 shares subject to stock options held by Mr. Burton.
(6) Consists of 50,000 shares subject to stock options held by Mr. Cavalier.
(7) Includes 49,500 shares subject to stock options held by Mr. Marvin.
(8) Includes 8,918 shares subject to stock options held by Mr. McNamee. Also
includes 26,670 shares held by First Albany Corporation. Mr. McNamee
shares voting and investment power with respect to the shares held by
First Albany Corporation and disclaims beneficial ownership of such shares
except as to his proportionate pecuniary interest therein.
(9) Includes 6,266 shares subject to stock options held by Mr. Perakis.
(10) Includes 29,667 shares subject to stock options held by Mr. Gersuk.
(11) Includes 21,934 shares subject to stock options held by Ms. Ireland.
(12) Mr. Weick resigned as an executive officer of the Company effective August
1, 1997.
(13) Includes the shares described in Notes 4 through 11 above.
2
<PAGE>
ELECTION OF DIRECTORS
The persons named in the proxy will vote to elect as directors the seven
nominees named below unless authority to vote for the election of any or all
of them is withheld by marking the proxy to that effect. The Board of
Directors has fixed the number of directors following the Annual Meeting at
seven. All of the nominees are currently directors of the Company. Each
nominee who is elected will hold office until the next annual meeting of
stockholders and until his successor is elected and qualified. Each of the
nominees has indicated his willingness to serve, if elected, but if any
nominee should be unable or unwilling to serve, the proxies may vote for a
substitute nominee designated by the Board of Directors.
The following table sets forth the name and age of each nominee, his
positions with the Company, his principal occupation, and business experience
during the past five years, the names of the other publicly-held corporations
of which he serves as a director and the year during which he first became a
director of the Company:
<TABLE>
<CAPTION>
NAME, OFFICES AND POSITION WITH THE COMPANY, FIRST BECAME
PRINCIPAL OCCUPATION AND DIRECTORSHIPS AGE A DIRECTOR
-------------------------------------------- --- ------------
<S> <C> <C>
Michael D. Marvin............................................... 52 1986
Mr. Marvin has served as Chairman of the Board of the Company
since 1992 and served as acting President and Chief Executive
Officer from September 1996 to November 1996. From 1987 to
1992, Mr. Marvin served as Chief Executive Officer of the
Company.
John C. Cavalier................................................ 58 1996
Mr. Cavalier has served as President and Chief Executive
Officer of the Company since November 1, 1996. From 1993 to
1996, Mr. Cavalier served as President and Chief Executive
Officer of Antares Alliance Group. From 1990 to 1992, Mr.
Cavalier was President and Chief Executive Officer of
Bimillennium Corporation, a software company. Mr. Cavalier is
also a director of Focus Enhancements Incorporated.
John F. Haller.................................................. 33 1986
Mr. Haller, a founder of the Company, has served as Vice Pres-
ident, Chief Technology Officer and Secretary since April
1997. Mr. Haller served as Vice President, Technology and Sec-
retary of the Company from the Company's inception in 1986 un-
til April 1997, except for a personal leave of absence from
March 1996 to June 1996.
Laszlo C. Bardos................................................ 34 1986
Mr. Bardos has served as a director of the Company since De-
cember 1993 and previously, from its inception in 1986 to
1992. In May 1996, Mr. Bardos left the Company to pursue a
business degree. From 1994 to May 1996, Mr. Bardos served as
Director of European Marketing of the Company. From 1991 to
August 1994, Mr. Bardos served as Director of Product Market-
ing of the Company.
John F. Burton.................................................. 46 1995
Mr. Burton has served as a director of the Company since April
1995. Since March 1997, Mr. Burton has been Managing Director
of UpData Group, an investment banking firm. From 1995 to Sep-
tember 1996, Mr. Burton served as President and Chief Execu-
tive Officer of Nat Systems, a software company. From 1992
through 1995, Mr. Burton was President and Chief Executive Of-
ficer of LEGENT Corporation, a software company. Mr. Burton is
a director of Banyan Systems Incorporated, Netrix Corporation,
Network Imaging, Inc. and Axent Technologies, Inc.
George C. McNamee............................................... 51 1988
Mr. McNamee has served as a director of the Company since
1988. Mr. McNamee has been Chairman of First Albany Companies,
Inc., a publicly traded holding company, and its principal
subsidiary, First Albany Corporation, since 1984. Mr. McNamee
is also chairman and a director of Mechanical Technology, Inc.
and Meta Group, Inc.
James A. Perakis................................................ 54 1994
Mr. Perakis has served as a director of the Company since Feb-
ruary 1994. Mr. Perakis has been Chairman of the Board of Di-
rectors, and Chief Executive Officer of Hyperion Software Cor-
poration, a business software company, since 1985.
</TABLE>
3
<PAGE>
BOARD AND COMMITTEE MEETINGS
The Company has a standing Audit Committee of the Board of Directors, which
reviews the Company's internal accounting control policies and procedures,
considers and recommends the selection of the Company's independent
accountants, reviews and approves any major accounting policy changes
affecting the Company's operating results and provides the opportunity for
direct contact between the Company's independent accountants and the Board.
The Audit Committee met one time during fiscal 1997. The members of the Audit
Committee are Messrs. Burton and McNamee.
The Company has a standing Compensation Committee of the Board of Directors,
which provides recommendations to the Board regarding compensation programs of
the Company, administers the executive compensation programs and has authority
to grant stock options under the Company's 1993 Stock Incentive Plan to all
officers of the Company who are persons required to file reports ("Reporting
Persons") pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Compensation Committee met one time during
fiscal 1997 and there was one action taken by written consent. The members of
the Compensation Committee are Messrs. Marvin, McNamee and Perakis. Mr. Marvin
does not vote on matters involving his own compensation. On January 31, 1997,
the Compensation Committee authorized a subcommittee which has the authority
to approve stock option grants to all MapInfo executives, consisting of 12
individuals. The subcommittee of the Compensation Committee did not meet in
fiscal 1997, although it did act by written consent four times. The members of
this subcommittee are Messrs. McNamee and Perakis.
The Company does not have a nominating committee or committee serving a
similar function. Nominations are made by and through the full Board of
Directors.
The Board of Directors met seven times during fiscal 1997. Each current
director attended at least 75% of the aggregate of the total number of Board
meetings and the total of meetings held by all committees of the Board on
which he then served.
DIRECTOR COMPENSATION
Under the Company's 1993 Director Stock Option Plan (the "Director Option
Plan"), each director who is not also an employee of the Company or any
subsidiary of the Company receives on the date of each annual meeting of
stockholders a nonstatutory option to purchase 5,000 shares of Common Stock at
an exercise price which is equal to the fair market value of the Common Stock
on the date of grant. Pursuant to the Director Option Plan, in fiscal 1997,
Messrs. Burton, McNamee and Perakis each received an option to purchase 5,000
shares of Common Stock at an exercise price of $9.00 per share. In addition,
each director who is not also an employee of the Company or any subsidiary of
the Company receives a retainer of $5,000 per year for serving on the Board of
Directors, plus $1,000 for attendance at each full meeting of the Board of
Directors and $500 for attendance at each meeting of a committee on which the
director serves, which meeting is not coincident with a Board of Directors
meeting. Mr. Bardos has unconditionally waived his right to participate in the
Director Option Plan and has also declined compensation as an outside
Director.
4
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth certain information concerning the
compensation earned in each of the last three fiscal years by (i) each
individual who served as the Company's Chief Executive Officer during fiscal
1997, (ii) the Company's four most highly compensated executive officers other
than the Chief Executive Officer during the fiscal year ended September 30,
1997 who were serving as executive officers of the Company on September 30,
1997 and whose salary and bonus during fiscal 1997 exceeded $100,000 and (iii)
one individual who would have been one of the four most highly compensated
executive officers but who was not serving as such on September 30, 1997 (the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- ------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL SALARY BONUS OPTIONS ALL OTHER
POSITION YEAR $ ($)(1) (#)(2) COMPENSATION(3)
------------------ ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Michael D. Marvin....... 1997 $250,000 -- -- --
Chairman 1996 125,000 $ 48,000 25,000 --
1995 125,000 -- -- --
John C. Cavalier........ 1997 $229,167 $187,500 200,000 --
President and Chief 1996 -- -- -- --
Executive Officer 1995 -- -- -- --
D. Joseph Gersuk........ 1997 $193,188 $ 88,217 100,000(4) --
Executive Vice 1996 169,907 53,710 66,000(5)(6) $40,979
President, Treasurer 1995 129,615 48,205 70,000(7) --
and
Chief Financial Officer
F. Steven Weick (8)..... 1997 $153,308 $ 42,610 56,000(4) --
Vice President, 1996 180,000 39,000 40,000(5)(6) --
Engineering 1995 114,577 18,000 50,000(7) --
John F. Haller.......... 1997 $124,999 $ 42,189 -- --
Vice President, Chief 1996 70,137 2,500 -- --
Technology 1995 90,000 8,100 -- --
Officer and Secretary
Elizabeth A. Ireland.... 1997 $118,750 $ 55,129 38,400(9) --
Vice President, 1996 100,000 43,750 38,400(5)(6) --
Internet Business Unit 1995 100,000 26,250 48,000(7) --
</TABLE>
- --------
(1) Represents amounts earned under the Company's incentive compensation
programs.
(2) Reflects the grant of options to purchase Common Stock. The Company has
never granted any stock appreciation rights.
(3) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where the aggregate amount of such
perquisites and other personal benefits constituted less than the lesser
of $50,000 or 10% of the total of annual salary and bonus for the Named
Executive for such year.
(4) Of such option grants, on January 31, 1997 options to purchase 66,000
shares were granted to Mr. Gersuk and an option to purchase 40,000 shares
was granted to Mr. Weick as a result of an option repricing program (the
"1997 Repricing Program"). See Ten-Year Option Repricings Table.
(5) Of such option grants, options to purchase 56,000 shares were granted to
Mr. Gersuk, 40,000 shares to Mr. Weick and 38,400 shares to Ms. Ireland as
a result of an option repricing program under which previously granted
options were exchanged for such options on a four-for-five basis (the
"1996 Option Repricing Program").
(6) Option was forfeited in connection with the 1997 Option Repricing Program.
(7) Option was forfeited in connection with the 1996 Option Repricing Program.
(8) Mr. Weick resigned as an executive officer of the Company effective August
1, 1997.
(9) Options were granted as a result of the 1997 Option Repricing Program. See
Ten-Year Option Repricings table.
5
<PAGE>
Option Grants, Exercises and Year-End Values
The following tables set forth certain information concerning option grants
and exercises by the Named Executive Officers during the fiscal year ended
September 30, 1997 and the number and value of the unexercised options held by
such persons on September 30, 1997.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
POTENTIAL REALIZABLE
VAUES AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATE OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS EMPLOYEES IN BASE EXPIRATION ---------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
---- ----------- ------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael D. Marvin....... -- -- -- -- -- --
John C. Cavalier........ 200,000(1) 17.5% $9.875 10/01/06 $1,242,067 $3,147,641
D. Joseph Gersuk........ 10,000(1) .8% 8.875 1/31/07 55,814 141,445
24,000(1) 2.1% 8.500 4/10/07 128,295 325,123
10,000(2) .8% 9.760 2/20/06 37,310 103,520
56,000(2) 4.9% 9.760 10/19/04 175,890 485,489
F. Steven Weick......... 16,000(1)(4) 1.4% 8.875 1/31/07 89,303 226,311
40,000(2)(4) 3.5% 9.760 2/24/05 136,234 376,618
John F. Haller.......... -- -- -- -- -- --
Elizabeth A. Ireland.... 2,400(2) .2% 9.760 2/01/04 6,547 18,084
36,000(2) 3.1% 9.760 2/24/05 122,610 338,978
</TABLE>
- --------
(1) Each option vests in four equal installments on each of the first through
third anniversaries of the date of grant and on the day following the
fourth anniversary of the date of grant.
(2) Option was granted as a result of the 1997 Option Repricing Program. See
Ten-Year Option Repricings table.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. Actual gains, if any, on stock option exercises will
depend on the future performance of the Common Stock and the date on which
the options are exercised.
(4) Mr. Weick resigned as an executive officer of the Company effective August
1, 1997. This option grant was canceled thirty days after that date in
accordance with the terms of the option.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR- FISCAL YEAR-
END(#) END($)(2)
SHARES ------------- -------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Michael D. Marvin....... 10,000 $79,800 49,500/-- $218,710/ --
John C. Cavalier........ -- -- --/200,000 --/25,000
D. Joseph Gersuk........ -- -- 20,334/79,666 4,880/58,210
F. Steven Weick......... 13,333 28,199 --(3) --(3)
John F. Haller.......... -- -- -- --
Elizabeth A. Ireland.... 666 6,167 21,934/24,800 72,103/5,952
</TABLE>
- --------
(1) Represents the difference between the exercise price and the fair market
value of the Common Stock on the date of exercise.
(2) Based on the fair market value of the Common Stock on September 30, 1997
($10.00), less the option exercise price.
(3) Mr. Weick resigned as an executive officer of the Company effective August
1, 1997.
7
<PAGE>
REPRICING OF OPTIONS
The following table sets forth certain information concerning repricing of
options granted to the Company's executive officers during the period
commencing February 1, 1994 and ending September 30, 1997.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
NUMBER OF SHARES ORIGINAL
SECURITIES UNDERLYING MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OPTIONS OF STOCK AT PRICE AT NEW REMAINING AT
OPTIONS AFTER TIME OF TIME OF EXERCISE DATE OF
NAME DATE REPRICED(#) REPRICING(#) REPRICING(#) REPRICING(#) PRICE($) REPRICING(1)
---- ------- ----------- ------------ ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael D. Marvin....... 1/31/97 -- -- -- -- --
Chairman 3/1/96 -- -- -- -- -- --
John C. Cavalier........ 1/31/97 -- -- -- -- -- --
President and Chief 3/1/96 -- -- -- -- -- --
Executive
Officer
Brian D. Owen........... 3/1/96 -- -- -- -- -- --
Former President and
Chief Executive
Officer(2)
D. Joseph Gersuk........ 1/31/97 56,000 56,000 $8.875 $12.00 $9.76(3) 92
Executive Vice 1/31/97 10,000 10,000 8.875 12.75 9.76(3) 103
President, 3/1/96 70,000 56,000 12.00 17.25 12.00 103
Treasurer and Chief
Financial Officer
F. Steven Weick (4)..... 1/31/97 40,000 40,000 8.875 12.00 9.76(3) 97
Vice President, 3/1/96 50,000 40,000 12.00 26.00 12.00 108
Engineering
John F, Haller.......... 1/31/97 -- -- -- -- -- --
Vice President, Chief 3/1/96 -- -- -- -- -- --
Technology Officer and
Secretary
Elizabeth A. Ireland.... 1/31/97 2,400 2,400 8.875 12.00 9.76(3) 84
Vice President, 1/31/97 36,000 36,000 8.875 12.00 9.76(3) 97
Internet Business Unit 3/1/96 3,000 2,400 12.00 19.00 12.00 95
3/1/96 45,000 36,000 12.00 26.00 12.00 108
</TABLE>
- --------
(1) Data is presented in terms of months.
(2) Mr. Owen resigned as an executive officer of the Company effective
September 30, 1996.
(3) New exercise price is based on market price of stock at time of repricing,
plus 10%.
(4) Mr. Weick resigned as an executive officer of the Company effective August
1, 1997.
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON REPRICING OF OPTIONS
On January 31, 1997, the Board of Directors of the Company approved a
repricing of certain options granted to employees pursuant to the Company's
1993 Stock Incentive Plan (the "1993 Plan").
Because of a decline in market value of the Company's Common Stock, certain
outstanding options were exercisable at prices that exceeded the market value
of the Common Stock. In view of this decline and in keeping with the Company's
philosophy of utilizing equity incentives to motivate and retain qualified
employees, the Board of Directors believed it important to regain the
incentive intended to be provided by options to purchase shares of the
Company's Common Stock.
Pursuant to the terms of the repricing, 301 option holders, holding options
to purchase an aggregate of 561,363 shares of the Company's Common Stock, that
had exercise prices ranging from $9.88 to $19.00 (the "Existing Options"),
were issued 561,363 new options having an exercise price of $9.76 per share
(the "New Options"). This exercise price was based on the closing price of the
Company's Common Stock on January 31, 1997, the date of Board approval, plus
ten percent. The closing price on that date was $8.875. The New Options modify
the exercise price of the Existing Options to which each relates and, like the
Existing Options, are governed by the 1993 Plan. The vested options and the
remaining vesting schedule of the New Options remain the same as those of the
Existing Options. The terms of the New Options are the same as those in the
Existing Option agreements that were replaced.
James A. Perakis,
Chairman of the Compensation
Committee
George C. McNamee
Michael D. Marvin
9
<PAGE>
OTHER MATTERS
In September 1996, the Company entered into an Employment Agreement with Mr.
Marvin (the "Marvin Agreement"). Under the Marvin Agreement and a subsequent
amendment, Mr. Marvin is employed by the Company as Chairman and was employed
as acting President and Chief Executive Officer prior to the hiring of Mr.
Cavalier. The Marvin Agreement shall remain in effect until Mr. Cavalier and
the Board of Directors determine that Mr. Marvin's services are no longer
required, and the Company may terminate Mr. Marvin's employment for "cause"
(as defined in the Marvin Agreement) or in the event of his disability. Mr.
Marvin's salary is set at $250,000. In addition, Mr. Marvin was granted an
option to purchase 25,000 shares of Common Stock under the Marvin Agreement.
In September 1996, the Company entered into an Employment Agreement with Mr.
Cavalier (the "Cavalier Agreement"). Under the Cavalier Agreement, Mr.
Cavalier is employed by the Company as President and Chief Executive Officer
for a term commencing on November 4, 1996 and ending on November 4, 1998. Mr.
Cavalier's base salary is set at $250,000 and he is eligible to receive a
bonus of $125,000 upon the achievement of certain Company and individual
objectives and $125,000 upon the achievement of certain greater objectives.
Mr. Cavalier's base salary and bonus targets may be increased from time to
time, but if so increased may not be decreased without his consent. In
addition, under the Cavalier Agreement, (i) Mr. Cavalier was granted an option
to purchase 200,000 shares of Common Stock, (ii) the Company has agreed to
purchase such additional medical, disability, life insurance or any other
fringe benefit programs of Mr. Cavalier's choosing, up to a maximum amount of
$20,000 per year, and (iii) the Company agreed to loan to Mr. Cavalier up to
$200,000, without interest, to assist with his relocation. Such loan is to be
forgiven in two equal installments, on each of the first and second
anniversaries of his permanent relocation (July 1, 1998 and July 1, 1999,
respectively), provided that Mr. Cavalier is employed by the Company on such
dates. The loan will also be forgiven if Mr. Cavalier's employment is
terminated by the Company, other than for "cause," as defined in the Cavalier
Agreement. In all other instances of termination of Mr. Cavalier's employment
the loan will be immediately due and payable. Mr. Cavalier's employment may be
terminated prior to November 4, 1998, by the Company in the event of Mr.
Cavalier's death, disability and for "cause" (as defined in the Cavalier
Agreement) or by Mr. Cavalier for "good reason" (as defined in the Cavalier
Agreement, including a change-in-control of the Company). In the event that
Mr. Cavalier's employment is terminated by the Company for a reason other than
death, disability or cause, or if he terminates his employment for good
reason, he shall receive his full salary through the date of termination and
any incentive compensation earned through that date, severance pay equal to
his annual salary in effect on the date of termination and all health and
dental insurance benefits shall continue for one year. In addition, upon a
change-in-control of the Company, all of Mr. Cavalier's then unvested options
will vest.
In June 1997, the Company loaned $100,000 to Mr. Cavalier pursuant to the
terms of an Unsecured Promissory Note (the "Note"). The loan bears interest at
7 1/8% per annum and is payable upon the earliest of (i) the termination of
Mr. Cavalier's employment either voluntarily, or by the Company for cause or
because of his death or disability, (ii) the sale of his residence or (iii)
June 2, 2003. Amounts outstanding under the Note are offset by 25% of each
bonus awarded to Mr. Cavalier by the Company and the net proceeds resulting
from the sale of shares of Common Stock by Mr. Cavalier. The balance under the
Note as of November 30, 1997 was $67,462.
In April 1997, the Company entered into an Amended and Restated Employment
Agreement with Mr. Gersuk (the "Gersuk Agreement"). Under the Gersuk
Agreement, Mr. Gersuk is employed by the Company as Chief Financial Officer
for a term commencing on April 1, 1997 and ending on March 31, 2000. Mr.
Gersuk's base salary is set at $209,000 and he is eligible to receive bonuses
equal to 45% of his base salary, upon the
10
<PAGE>
achievement of certain Company and individual objectives. Mr. Gersuk's
compensation is to be reviewed annually. In addition, Mr. Gersuk was granted
an option to purchase 24,000 shares of Common Stock under the Gersuk
Agreement. Mr. Gersuk's employment may be terminated by the Company prior to
March 31, 2000, for "cause," as defined in the Gersuk Agreement. In the event
of a disability which prohibits Mr. Gersuk from performing his duties for a
continuous period of three months, the Company may terminate the Gersuk
Agreement, however Mr. Gersuk will continue to receive his salary, reduced by
any amounts paid under the Company's disability insurance policies. In the
event that Mr. Gersuk's employment is terminated for a reason other than
cause, or of a change-in-control of the Company pursuant to which Mr. Gersuk's
responsibilities and/or location are changed in a manner which he finds
unacceptable (a "Termination Event"), all of his then unvested options granted
pursuant to the Gersuk Agreement will vest, all health insurance benefits
shall continue for one year or until Mr. Gersuk procures health insurance
through other employment and Mr. Gersuk will receive (i) his salary due for
the remainder of the term of the Gersuk Agreement, if the Termination Event
occurs within the first two years of the term, or (ii) the greater of $200,000
and the remainder of his salary due under the Gersuk Agreement, if the
Termination Event occurs during the third year of the Agreement.
In October 1996, the Company loaned $200,000 to Mr. Gersuk in connection
with the purchase of a home in the Capital District (the "Loan"). The Loan
bears interest at 5% per annum. Under the terms of the Loan, $50,000 was
repaid upon the sale of Mr. Gersuk's Connecticut residence and the remainder
is due upon the earliest of (i) 90 days after termination of Mr. Gersuk's
employment, for any reason, (ii) October 21, 2002 and (iii) the sale of
certain property by Mr. Gersuk. Amounts outstanding under the Loan are offset
by the net proceeds resulting from the sale of shares of Common Stock by Mr.
Gersuk. Principal and interest payable under the Loan as of November 30, 1997
was $159,760.
In February 1995, the Company entered into an Employment Agreement with Mr.
Weick (the "Weick Agreement"). Under the Weick Agreement, Mr. Weick was
employed by the Company as Vice President, Engineering. The Weick Agreement
could be terminated by either party upon 30 days notice or by the Company for
"cause" (as defined in the Weick Agreement). Mr. Weick's base salary was set
at $180,000 and he was eligible to receive an annual bonus of up to $40,000,
upon the achievement of certain Company and individual objectives. In
addition, Mr. Weick was granted an option to purchase 50,000 shares of Common
Stock under the Weick Agreement and the Company loaned $10,000 to Mr. Weick
for relocation assistance, which loan was forgiven, pursuant to the Weick
Agreement in February 1996. Mr. Weick resigned his position with the Company
effective August 1, 1997.
Mr. Haller's annual salary is $125,000, and he is eligible to receive
bonuses equal to 45% of his base salary upon the achievement of certain
company and individual objectives.
Ms. Ireland's annual base salary is $125,000 and she is eligible to receive
bonuses equal to 45% of her base salary upon the achievement of certain
company and individual objectives. Ms. Ireland resigned her position of Vice
President, Internet Business Unit, effective November 1, 1997 and will
continue as a non-executive officer employee of the Company until no later
than March 31, 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of copies of reports filed by Reporting Persons
of the Company pursuant to Section 16(a) of the Exchange Act or written
representations from certain Reporting Persons that no Form 5 filing was
required for such persons, the Company believes that during fiscal 1997 all
filings required to be made by its Reporting Persons were timely made in
accordance with the requirements of the Exchange Act, with the
11
<PAGE>
following exceptions: (i) Mr. Laszlo C. Bardos sold 1,700 shares of Common
Stock on December 4, 1995, and the Form 4 reporting this transaction was filed
on February 7, 1997, (ii) Mr. John F. Burton received options to purchase
3,000 shares of Common Stock on February 2, 1996 and 5,000 shares of Common
Stock on March 20, 1997, and the Form 4 reporting these transactions was filed
in January 1998, (iii) Mr. George C. McNamee and Mr. James A. Perakis received
options to purchase 1,666 shares of Common Stock on January 20, 1995, 3,000
shares of Common Stock on February 2, 1996 and 5,000 shares of Common Stock on
March 20, 1997, and the Form 4s reporting these transactions were filed in
January 1998, (iv) Repriced options were issued to Mr. D. Joseph Gersuk, Mr.
F. Steven Weick and Ms. Elizabeth A. Ireland on January 31, 1997 (See Ten-Year
Option Repricings table), and the Form 4s reporting this transaction were
filed in January 1998, (v) Mr. F. Steven Weick exercised stock options for
13,333 shares of Common Stock and sold such shares in July 1997, and the Form
4 reporting this transaction was filed in January 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Marvin, McNamee and Perakis each served as a member of the
Compensation Committee during fiscal 1997. Mr. Marvin serves as the Chairman
of the Board of the Company and previously served at various times as the
Chief Executive Officer and President of the Company. See "Election of
Directors."
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee. The Company's executive compensation program,
consisting of base salaries, bonus awards and stock option grants is designed
to attract, retain and reward executives who are responsible for leading the
Company in achieving its business objectives. The Compensation Committee
establishes the compensation of the Chief Executive Officer. All decisions
regarding the compensation of other executive officers are presented by the
Chief Executive Officer for Compensation Committee review and approval.
Compensation Philosophy
The Company's executive compensation philosophy is based on the belief that
competitive compensation is essential to attract, motivate and retain highly
qualified employees. The Company's policy is to provide total compensation
that is competitive for comparable work and comparable corporate performance.
The compensation program includes both motivational and retention-related
compensation components. Bonuses are included to encourage effective
performance relative to current plans and objectives. Stock options are
included to help retain productive people and to more closely align their
interests with those of stockholders.
In executing its compensation policy, the Company seeks to relate
compensation with the Company's financial performance and business objectives,
reward high levels of individual performance and tie a significant portion of
total executive compensation to the performance of the Company. While
compensation survey data are useful guides for comparative purposes, the
Company believes that a successful compensation program also requires the
application of judgment and subjective determinations of individual
performance, and the Compensation Committee applies judgment in reconciling
the program's objectives with the realities of retaining valued employees.
Executive Compensation Program
Annual compensation for the Company's executives consists of three principal
elements -- base salary, cash bonus awards and stock options.
12
<PAGE>
CASH COMPENSATION
Annual cash compensation consists of two elements -- base salary and bonus.
In setting the annual cash compensation for Company executives, the
Compensation Committee reviews compensation for comparable positions in a
group of software companies selected by the Committee for comparison purposes.
Software industry compensation surveys and outside compensation consulting
firms are used as well. The Company also regularly compares its pay practices
with other software companies through review of survey and proxy data.
Increases in annual base salary are based on a review and evaluation of the
performance of the operation or activity for which the executive has
responsibility, the impact of that operation or activity on the Company and
the skills and experience required for the job, coupled with a comparison of
these elements with similar elements for other executives both within and
outside the Company.
The bonus awards for each executive are tied to financial and other
performance objectives and targets, fixed by the Board of Directors for the
Chief Executive Officer, and by the Chief Executive Officer for the other
executive officers. During fiscal 1997, bonus awards were principally based on
the Company's achievement of its goals relating to earnings per share. In
addition, the Chief Executive Officer set personal objectives for the other
executive officers, and made a subjective determination of the extent to which
such personal objectives were achieved by each executive during fiscal 1997.
EQUITY OWNERSHIP
Total compensation at the executive level also includes long-term incentives
afforded by stock options. The purpose of the Company's stock option program
is to (i) reinforce the mutuality of long-term interests between employees and
the stockholders and (ii) assist in the attraction and retention of
executives, key managers and individual contributors who are essential to the
Company's success.
The Company's stock option program includes multi-year vesting periods to
optimize the retention value of these options and to orient the Company's
executives and managers to longer-term success. Generally, all stock options
granted prior to July 1996 vest over a five-year period following the date of
grant. In July 1996, the Board of Directors approved a change in the vesting
period for all options granted under the 1993 Stock Incentive Plan subsequent
to that date, from five years to equal vesting over a four-year period
following the date of grant. If employees leave the Company before the vesting
period, they forfeit the unvested portions of these awards. The size of the
stock option awards is generally intended to reflect the significance of the
recipient's then current and anticipated contributions to the Company. Since
the Company's initial public offering in February 1994, the exercise price of
options granted by the Company has been 100% of the fair market value per
share on the date of grant. The Company also has an employee stock purchase
plan, which is available to all of its full-time employees, including
executives but exclusive of any employee who owns, or would own after purchase
under this plan, 5% or more of the total combined voting power or value of the
stock of the Company or of any subsidiary. Such plan generally permits
employees to purchase shares at a discount of 15% from the lesser of the fair
market value at the beginning or end of an offering period.
In fiscal 1997, pursuant to the 1993 Stock Incentive Plan, Mr. Cavalier, the
Company's President and Chief Executive Officer, received an option to
purchase 200,000 shares of Common Stock at an exercise price of $9.875 per
share, Mr. Gersuk, the Company's Executive Vice President and Chief Financial
Officer received an option to purchase 10,000 shares of Common Stock at an
exercise price of $8.875 per share and an option to purchase 24,000 shares of
Common Stock at an exercise price of $8.50 per share and Mr. Weick, then the
13
<PAGE>
Company's Vice President, Engineering received an option to purchase 16,000
shares of Common Stock at an exercise price of $8.875, which option was
canceled on September 1, 1997 following his resignation from the Company.
Pursuant to an option repricing program effected in January 1997 (i) options
held by Mr. Gersuk to purchase 56,000 shares and 10,000 shares of Common Stock
at exercise prices of $12.00 and $12.75 per share, respectively, (ii) an
option held by Mr. Weick to purchase 40,000 shares of Common Stock at an
exercise price of $12.00 and (iii) options held by Ms. Ireland, then the
Company's Vice President, Internet Business Unit, to purchase 38,400 shares of
Common Stock at an exercise price of $12.00, were repriced to have exercise
prices of $9.76.
CHIEF EXECUTIVE OFFICER FISCAL 1997 COMPENSATION
Mr. Marvin served as Chief Executive Officer of the Company from September
1997 until November 1997 and Mr. Cavalier served as Chief Executive Officer of
the Company from November 1997 through the remainder of the fiscal year.
The Compensation Committee set Mr. Marvin's salary for fiscal 1997 at
$250,000 which was considered to be a salary level competitive with that of
comparable companies and reflected the Committee's subjective evaluation of
Mr. Marvin's achievements and performance in fiscal 1996.
The Compensation Committee set Mr. Cavalier's base salary for fiscal 1997 at
$250,000, which was considered to be a salary level competitive with that of
comparable companies. Mr. Cavalier was also awarded a bonus of $187,500 for
fiscal 1997 based upon the achievement of certain objectives. Additionally, in
connection with his employment by the Company, and as an incentive to join the
Company, Mr. Cavalier received an option to purchase 200,000 shares of Common
Stock.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code ("the Code"), enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1 million paid to its chief executive officer and its four other most highly
compensated executive officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
Company may structure its stock options granted to executive officers in a
manner that complies with the performance-based requirements of the statute
and does not intend to exceed the annual limit for deductibility under Section
162(m) with respect to any executive.
James A. Perakis,
Chairman of the Compensation
Committee
George C. McNamee
Michael D. Marvin
14
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative return of (i) the CRSP Total Return
Index for the Nasdaq National Market (U.S. & Foreign Companies) (the "CRSP
Nasdaq Index") and (ii) the CRSP Nasdaq Total Return Industry Index for Nasdaq
Computer & Data Processing Service Stocks (the "CRSP Computer & Data Index").
This graph assumes the investment of $100 on February 1, 1994, the date on
which the Company's Common Stock was first publicly traded, in the Company's
Common Stock, the CRSP Nasdaq Index and the CRSP Computer & Data Index and
assumes dividends are reinvested. Measurement points are February 1, 1994,
September 30, 1994, September 30, 1995, September 30, 1996 and September 30,
1997.
GRAPH
<TABLE>
<CAPTION>
FEB. 1, SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
1994 1994 1995 1996 1997
------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
MapInfo Corporation............. $100 $104 $107 $ 55 $ 53
CRSP Nasdaq Index............... $100 $ 96 $133 $158 $218
CRSP Computer & Data Index...... $100 $106 $170 $210 $284
</TABLE>
15
<PAGE>
APPROVAL OF AMENDMENT TO 1993 STOCK INCENTIVE PLAN
The Board of Directors believes that the continued growth and profitability
of the Company depends, in large part, upon the ability of the Company to
maintain a competitive position in attracting and retaining key personnel. As
of November 14, 1997, 315,344 shares were available for future Awards (as
defined below) under the Company's 1993 Stock Incentive Plan (the "1993
Plan"). Accordingly, on November 14, 1997, the Board of Directors adopted,
subject to shareholder approval, an amendment to the 1993 Plan that increased
from 1,325,000 to 1,625,000 the number of shares of Common Stock available for
issuance under the 1993 Plan (subject to a proportionate adjustment for
certain changes in the Company's capitalization, such as a stock split).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT
TO THE 1993 PLAN.
The following is a brief summary of the provisions of the 1993 Plan.
The 1993 Plan provides for the grant of incentive stock options,
nonstatutory stock options, stock appreciation rights, performance shares and
awards of restricted stock and unrestricted stock ("Awards"). Currently, an
aggregate of 1,325,000 shares of Common Stock may be issued pursuant to the
1993 Plan. The 1993 Plan provides that the maximum number of shares of Common
Stock with respect to which options may be granted to any employee may not
exceed 200,000 during any calendar year. No Award may be made under the 1993
Plan after November 23, 2003, but Awards previously granted may extend beyond
that date. The 1993 Plan contains provisions relating to the disposition of
Awards in the event of certain mergers, acquisitions and other extraordinary
corporate transactions involving the Company.
The 1993 Plan is administered by the Board of Directors of the Company and
the Compensation Committee of the Board of Directors. The Board has the
authority to adopt, amend and repeal the administrative rules, guidelines and
practices relating to the 1993 Plan, to interpret the provisions of the 1993
Plan and to terminate the 1993 Plan. The Board also has the authority to grant
Awards under the 1993 Plan and to accelerate, waive or amend certain
provisions of outstanding Awards. Pursuant to the terms of the 1993 Plan, the
Board has appointed the Compensation Committee to administer certain aspects
of the 1993 Plan, including the grant of options to Reporting Persons. No
amendment to the 1993 Plan may be made without shareholder approval if such
approval is necessary to comply with any applicable tax or regulatory
requirement, including any requirements for compliance with Rule 16b-3.
Description of Awards under the 1993 Plan
Incentive Stock Options and Nonstatutory Options. Optionees receive the
right to purchase a specified number of shares of Common Stock at an option
price and subject to such terms and conditions as are specified at the time of
the grant. Incentive stock options and options that the Board of Directors or
Compensation Committee intend 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 that may be less than,
equal to or greater than the fair market value of the Common Stock on the date
of grant.
Stock Appreciation Rights and Performance Shares. A stock appreciation right
is the right to receive any excess in value of shares of Common Stock over the
exercise price awarded to a participant. A performance share award entitles
the recipient to acquire shares of Common Stock upon the attainment of
specified performance goals.
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<PAGE>
Restricted and Unrestricted Stock. Restricted stock awards entitle
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their purchase price from
the recipient in the event that the conditions specified in the applicable
stock award are not satisfied prior to the end of the applicable restriction
period established for such award. The Company may also grant (or sell at a
purchase price not less than 85% of the fair market value on the date of such
sale) to participants shares of Common Stock free of any restrictions under
the 1993 Plan.
All of the employees, officers, directors, consultants and advisors of the
Company and its subsidiaries 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 participate in the 1993 Plan. Incentive stock
options, however, may only be granted to persons eligible to receive incentive
stock options under the Code. As of October 31, 1997, approximately 373
employees, including officers and four non-employee directors of the Company
were eligible to receive Awards under the 1993 Plan.
The granting of Awards under the 1993 Plan is discretionary, and the Company
cannot now determine the number or type of Awards to be granted in the future
to any particular person or group. Pursuant to the 1993 Plan, during fiscal
1997 all employees, including all current officers who are not executive
officers, as a group, received options to purchase 327,650 shares of Common
Stock at a weighted average exercise price of $10.36 per share. In fiscal
1997, pursuant to the 1993 Stock Incentive Plan, Mr. Cavalier, the Company's
President and Chief Executive Officer, received an option to purchase 200,000
shares of Common Stock at an exercise price of $9.875 per share, Mr. Gersuk,
the Company's Executive Vice President and Chief Financial Officer received an
option to purchase 10,000 shares of Common Stock at an exercise price of
$8.875 per share and an option to purchase 24,000 shares of Common Stock at an
exercise price of $8.50 per share and Mr. Weick, then the Company's Vice
President, Engineering received an option to purchase 16,000 shares of Common
Stock at an exercise price of $8.875, which option was canceled on September
1, 1997 following his resignation from the Company. Pursuant to an option
repricing program effected in January 1997 (i) options held by Mr. Gersuk to
purchase 56,000 shares and 10,000 shares of Common Stock at exercise prices of
$12.00 and $12.75 per share, respectively, (ii) an option held by Mr. Weick to
purchase 40,000 shares of Common Stock at an exercise price of $12.00 and
(iii) options held by Ms. Ireland, then the Company's Vice President, Internet
Business Unit, to purchase 38,400 shares of Common Stock at an exercise price
of $12.00, were repriced to have exercise prices of $9.76.
Federal Income Tax Consequences
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 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 the participant to the alternative 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 for more than the exercise price 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 all or a
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<PAGE>
portion of the gain recognized by the participant will be ordinary
compensation income and the remaining gain, if any, will be a capital gain.
This capital gain will be a long-term capital gain if the participant has held
the ISO Stock for more than one year prior to the date of sale.
If a 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 sale.
Nonstatutory Stock Options. As in the case of an incentive stock option, a
participant will not recognize taxable income upon the grant of a nonstatutory
stock option. Unlike the case of an incentive stock option, however, a
participant who exercises a nonstatutory stock 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
("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 gain or loss if the participant has held the NSO Stock for more
than one year prior to the date of the sale.
Stock Appreciation Rights. A participant will not recognize taxable income
upon the grant of a stock appreciation right under the 1993 Plan. Instead, a
participant generally will recognize as ordinary compensation income any cash
delivered and the fair market value of any Common Stock delivered in payment
of an amount due under a stock appreciation right.
Upon selling any Common Stock received by a participant in payment of an
amount due under a stock appreciation right, the participant generally will
recognize a capital gain or loss in an amount equal to the difference between
the sale price of the Common Stock and the participant's tax basis in the
Common Stock. This capital gain or loss will be a long-term gain or loss if
the participant has held the Common Stock for more than one year prior to the
date of the sale.
Performance Shares. A participant will not recognize taxable income upon the
grant of a performance share Award under the 1993 Plan. Instead, a participant
generally will recognize as ordinary compensation income the fair market value
of any Common Stock delivered in accordance with the terms of the performance
share Award.
Upon selling any Common Stock received by a participant under the terms of a
performance share Award, the participant generally will recognize a capital
gain or loss in an amount equal to the difference between the sale price of
the Common Stock and the participant's tax basis in the Common Stock. This
capital gain or loss will be a long-term gain or loss if the participant has
held the Common Stock for more than one year prior to the date of the sale.
Restricted Stock. A participant will not recognize taxable income upon the
grant of a restricted stock Award, unless the participant makes an election
under Section 83(b) of the Code (a "Section 83(b) Election"). If the
participant makes a Section 83(b) Election within 30 days of the date of the
grant, then the participant will recognize ordinary compensation income, for
the year in which the Award is granted, in an amount equal to the difference
between the fair market value of the Common Stock at the time the Award is
granted and the purchase price paid for the Common Stock. If a Section 83(b)
Election is not made, then the participant will recognize ordinary
compensation income, at the time that the forfeiture provisions or
restrictions on transfer lapse, in an amount equal to the difference between
the fair market value of the Common Stock at the time of such lapse and
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<PAGE>
the original purchase price paid for the Common Stock. The participant will
have a tax basis in the Common Stock acquired equal to the sum of the price
paid and the amount of ordinary compensation income recognized.
Upon the disposition of the Common Stock acquired pursuant to a restricted
stock Award, the participant will recognize a capital gain or loss equal to
the difference between the sale price of the Common Stock and the
participant's tax basis in the Common Stock. The gain or loss will be a long-
term gain or loss if the shares are 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 an Award under the 1993 Plan
will have no tax consequences to the Company. Moreover, in general, neither
the exercise of an incentive stock option nor the sale of any Common Stock
acquired under the 1993 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 1993 Plan, including as a result of the exercise of a
nonstatutory stock option, a Disqualifying Disposition, or a Section 83(b)
Election. Any such deduction will be subject to the limitations of Section
162(m) of the Code.
APPROVAL OF AMENDMENT TO 1993 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors believes that the continued growth and profitability
of the Company depends, in large part, upon the ability of the Company to
maintain a competitive position in attracting and retaining key personnel. As
of November 14, 1997, 71,903 shares were available for future purchases under
the Company's 1993 Employee Stock Purchase Plan (the "1993 Stock Purchase
Plan"). Accordingly, on November 14, 1997, the Board of Directors adopted,
subject to shareholder approval, an amendment to the 1993 Employee Stock
Purchase Plan that increased from 200,000 to 300,000 the number of shares of
Common Stock available for purchase by employees under the 1993 Stock Purchase
Plan (subject to proportionate adjustment for certain changes in the Company's
capitalization, such as a stock split).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT
TO THE 1993 STOCK PURCHASE PLAN.
The following is a brief summary of the provisions of the 1993 Stock
Purchase Plan.
Currently, an aggregate of 200,000 shares of Common Stock may be issued
pursuant to the 1993 Stock Purchase Plan. The 1993 Stock Purchase Plan, which
is implemented through offerings, each approximately six months in length (the
Board may specify a shorter period, or a longer period of less than twelve
months), provides eligible employees the opportunity to purchase shares of the
Company's Common Stock at a discounted price.
Each employee of the Company and its eligible subsidiaries, including an
officer or director who is also an employee, is eligible to participate in the
1993 Stock Purchase Plan, provided he or she (i) is employed by the Company or
any eligible subsidiary on the applicable offering commencement date, (ii) is
regularly employed by the Company or any eligible subsidiary for 20 or more
hours per week and for more than five months in a calendar year and (iii) has
been employed by the Company or any eligible subsidiary for at least three
months (or such period as may be determined by the Board or the Compensation
Committee) prior to enrolling in the 1993 Stock Purchase Plan. An employee may
elect to have a whole number percentage from 1% to up to 10% withheld from his
or her base pay for purposes of purchasing shares under the 1993 Stock
Purchase Plan, subject to certain limitations on the maximum number of shares
that may be purchased. The price at which shares may
19
<PAGE>
be purchased during each offering will be the lower of (i) 85% of the closing
price of the Common Stock as reported on the Nasdaq National Market on the
date that the offering commences or (ii) 85% of the closing price of the
Common Stock as reported on the Nasdaq National Market on the date that the
offering terminates.
The 1993 Stock Purchase Plan is administered by the Board of Directors of
the Company and the Compensation Committee of the Board of Directors. The
Board and the Compensation Committee have the authority to make rules and
regulations for the administration of the 1993 Stock Purchase Plan. Pursuant
to the terms of the 1993 Stock Purchase Plan, the Board has appointed the
Compensation Committee to administer certain aspects of the 1993 Stock
Purchase Plan. The Board may at any time terminate or amend the 1993 Stock
Purchase Plan, provided that no such amendment may be made without prior
approval of the stockholders of the Company if such approval is required by
Rule 16b-3 under the Exchange Act ("Rule 16b-3") or Section 423 of the Code,
and in no event may any amendment be made which would cause the 1993 Stock
Purchase Plan to fail to comply with Section 16 of the Exchange Act and the
rules promulgated thereunder or Section 423 of the Code. The 1993 Stock
Purchase Plan contains provisions relating to the disposition of options in
the event of certain mergers, acquisitions and other extraordinary corporate
transactions involving the Company.
As of October 31, 1997, approximately 369 employees were eligible to
participate in the 1993 Stock Purchase Plan.
The purchase of shares under the 1993 Stock Purchase Plan is discretionary,
and the Company cannot now determine the number of shares to be purchased in
the future by any particular person or group. The following table, however,
sets forth the benefits received in fiscal 1997 by the Named Executive
Officers, individually and as a group, by non-executive directors as a group
and by non-executive officer employees as a group under the 1993 Stock
Purchase Plan.
PLAN BENEFITS
<TABLE>
<CAPTION>
DOLLAR NUMBER OF
NAME AND POSITION VALUE($)(1) SHARES
----------------- ----------- ---------
<S> <C> <C>
Michael D. Marvin....................................... $ 6,288 3,395
Chairman
John C. Cavalier........................................ -- --
President and Chief Executive Officer
D. Joseph Gersuk........................................ 6,236 3,025
Executive Vice President, Treasurer and Chief Financial
Officer
F. Steven Weick......................................... 1,930 1,429
Vice President, Engineering
Elizabeth A. Ireland.................................... -- --
Vice President, Internet Business Unit
John F. Haller.......................................... -- --
Vice President, Chief Technology Officer and Secretary
Executive Group......................................... 14,454 7,849
Non-Executive Director Group............................ -- --
Non-Executive Officer Employee Group.................... 110,561 54,592
</TABLE>
- --------
(1) Represents the difference between the purchase price of shares purchased
in fiscal 1997 and the fair market value of the underlying shares of
Common Stock on the date of purchase.
20
<PAGE>
Federal Income Tax Consequences
Tax Consequences to Participants. In general, a participant will not
recognize taxable income upon enrolling in the 1993 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 1993 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
that 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.
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 on the
date that it was purchased over the sale price 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 1993
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
1993 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.
21
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, at the recommendation of the Audit Committee, has
selected the firm of Coopers & Lybrand L.L.P. as the Company's independent
accountants for the current fiscal year. Coopers & Lybrand L.L.P. has served
as the Company's independent accountants since inception. Although stockholder
approval of the Board of Directors' selection of Coopers & Lybrand L.L.P. is
not required by law, the Board of Directors believes that it is advisable to
give stockholders an opportunity to ratify this selection. If this proposal is
not approved at the Annual Meeting, the Board of Directors will reconsider its
selection of Coopers & Lybrand L.L.P. Representatives of Coopers & Lybrand
L.L.P. are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and will also be
available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company at its principal
office in Troy, New York no later than September 18, 1998 for inclusion in the
proxy statement for that meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly
presented to the Annual Meeting, it is the intention of the persons named in
the accompanying proxy to vote, or otherwise act, in accordance with their
judgment on such matters. All costs of solicitation of proxies will be borne
by the Company. In addition to solicitations by mail, the Company's directors,
officers and regular employees, without additional remuneration, may solicit
proxies by telephone, telegraph, telecopy and personal interviews, and the
Company reserves the right to retain outside agencies for the purpose of
soliciting proxies. Brokers, custodians and fiduciaries will be requested to
forward proxy soliciting material to the owners of stock held in their names,
and, as required by law, the Company will reimburse them for their out-of-
pocket expenses in this regard.
By Order of the Board of Directors,
JOHN F. HALLER,
Secretary
January 16, 1998
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING AND YOUR COOPERATION
WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
22
<PAGE>
APPENDIX A
PROXY
MAPINFO CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - February 25, 1998
The undersigned, revoking all prior proxies, hereby appoint(s) John C.
Cavalier and John F. Haller, or either or any of them with full power of
substitution, as proxies for the undersigned to act and vote at the 1998 Annual
Meeting of Stockholders of MapInfo Corporation and at any adjournments thereof
as indicated upon all matters referred to on the reverse side and described in
the Proxy Statement for the Meeting, and in their discretion, upon any other
matters which may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THE PROXIES SHALL VOTE
FOR THE ELECTION OF THE DIRECTOR NOMINEES AND FOR PROPOSALS 2, 3 AND 4.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
<PAGE>
X Please mark votes as in this example.
----
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTOR
NOMINEES AND FOR PROPOSALS 2, 3 AND 4.
1. Election of Directors
Nominees: Laszlo C. Bardos, John F. Burton, John C. Cavalier, John F. Haller,
Michael D. Marvin, George C. McNamee and James A. Perakis
_____ For _____ Withheld
- ---------- -----------------------------------------
For all nominees except as noted above
2. Approval of an amendment to the Company's 1993 Stock Incentive Plan, as set
forth in the accompanying Proxy Statement.
_____ For _____ Against _____ Abstain
3. Approval of amendment to the Company's 1993 Employee Stock Purchase Plan,
as set forth in the accompanying Proxy Statement.
_____ For _____ Against _____ Abstain
4. Ratification of appointment of independent public accountants.
_____ For _____ Against _____ Abstain
MARK HERE IF YOU PLAN TO ATTEND THE MEETING _____
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT _____
Note: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in the partnership name by an
authorized person.
Signature:_________________________________ Date:___________
Signature:_________________________________ Date:___________
<PAGE>
APPENDIX B
MapInfo Corporation
1993 Stock Incentive Plan
-------------------------
Section 1. Purpose
-------
The purpose of this 1993 Stock Incentive Plan (the "Plan") is to advance
the interests of MapInfo Corporation 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, provided that if and when the
Common Stock is registered under Section 12 of the Securities Exchange Act of
1934, each member of the Committee shall be a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3").
"Common Stock" or "Stock" means the Common Stock, $.002 par value per
share, of the Company.
"Company" means MapInfo Corporation and, except where the content otherwise
requires, all present and future subsidiaries of the Company as defined in
Sections 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.
<PAGE>
"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.
"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
-2-
<PAGE>
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.
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. 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 400,000 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, 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 subject to
outstanding Awards, and (iii) 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.
-3-
<PAGE>
(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 both (i) granted to persons whose relationship to the Company does
not make (and is not expected to make) them Reporting Persons; and (ii) granted
in substitution for awards issued under a plan approved, to the extent then
required under Rule 16b-3, by the stockholders of the entity which issued such
predecessor awards.
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. 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 of the
Company 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
-4-
<PAGE>
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.
(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(b) 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.
-5-
<PAGE>
(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.
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
-6-
<PAGE>
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.
-7-
<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
-8-
<PAGE>
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.
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) Reporting Person Limitations. Notwithstanding any other provision of
----------------------------
the Plan, to the extent required to qualify for the exemption provided by Rule
16b-3, (i) any Option, SAR, Performance Share Award or other similar right
related to an equity security issued under the Plan to a Reporting Person shall
not be transferable other than by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder, and shall be exercisable during the Participant's lifetime only by
the Participant or the Participant's guardian or legal representative, and (ii)
the selection of a Reporting Person as a Participant and the terms of his or her
Award shall be determined only in accordance with the applicable provisions of
Rule 16b-3.
(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.
-9-
<PAGE>
(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 (as "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 amount by which (A) the Acquisition Price times the number of shares of
Common Stock subject to outstanding Options or SARs (to the extent such Options
or SARs are then exercisable or would become exercisable on the date 18 months
after the effective date of such Acquisition) exceeds (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.
(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
-10-
<PAGE>
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.
-11-
<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. Subject to the approval of the stockholders
-----------------------
of the Company, the Plan shall be effective on November 23, 1993. Prior to such
approval, Awards may be made under the Plan expressly subject to such approval.
No Award may be made under the Plan after November 23, 2003, but Awards
previously granted may extend beyond that date.
(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, including any requirements for
compliance with Rule 16b-3. 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 New York.
Adopted by the Board of Directors
on November 23, 1993
Approved by the Stockholders
on December 8, 1993
-12-
<PAGE>
AMENDMENT NO. 1 TO THE 1993 STOCK INCENTIVE PLAN
OF MAPINFO CORPORATION
The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the
"Plan") of MapInfo Corporation is hereby amended and restated in its entirety to
provide as follows:
"Subject to adjustment under subsection (b) below, Awards may be made under
the Plan for up to 675,000 shares of Common Stock."
Subsection 8(e) of the Plan is hereby added to the Plan to provide as
follows:
"(e) Subject to adjustment as provided in Subsection 5(b) above, the
maximum number of shares with respect to which Options may be granted to any
employee under the Plan shall not exceed 200,000 shares of Common Stock during
any one calendar year. For purposes of calculating such maximum number, (a) an
Option shall continue to be treated as outstanding notwithstanding its
repricing, cancellation or expiration and (b) the repricing of an outstanding
Option or the issuance of a new Option in substitution for a cancelled Option
shall be deemed to constitute the grant of a new additional Option separate from
the original grant of the Option that is repriced or cancelled."
Adopted by the Board of Directors on
December 9, 1994
Approved by the Stockholders
on January 20, 1995
<PAGE>
AMENDMENT NO. 2 TO THE 1993 STOCK INCENTIVE PLAN
OF MAPINFO CORPORATION
The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the
"Plan") of MapInfo Corporation is hereby amended and restated in its entirety,
subject to stockholder approval, to provide as follows:
"Subject to adjustment under subsection (b) below, Awards may be made under
the Plan for up to 925,000 shares of Common Stock."
Adopted by the Board of Directors on
October 20, 1995
Approved by the Stockholders on
February 2, 1996
<PAGE>
AMENDMENT NO. 3 TO THE 1993 STOCK INCENTIVE PLAN
OF MAPINFO CORPORATION
The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the
"Plan") of MapInfo Corporation is hereby amended and restated in its entirety,
subject to stockholder approval, to provide as follows:
"Subject to adjustment under subsection (b) below, Awards may be made under
the Plan for up to 1,325,000 shares of Common Stock."
Adopted by the Board of Directors on
November 12, 1996
Approved by the Stockholders of the
Company on February 13, 1997
-15-
<PAGE>
AMENDMENT NO. 4 TO THE 1993 STOCK INCENTIVE PLAN
OF MAPINFO CORPORATION
The definition of "Committee" contained in Section 2 of the 1993 Stock
Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and
restated in its entirety, to provide as follows:
"'Committee' means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, provided that if and when the
Common Stock is registered under Section 12 of the Securities Exchange Act of
1934, each member of the Committee shall be a "Non-Employee Director", as such
term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended ("Rule 16b-3"), and an "Outside Director", as such term is defined in
the Code."
Adopted by the Board of Directors
on December 9, 1996
<PAGE>
AMENDMENT NO. 5 TO THE 1993 STOCK INCENTIVE PLAN
OF MAPINFO CORPORATION
The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the
"Plan") of MapInfo Corporation is hereby amended and restated in its entirety,
subject to stockholder approval, to provide as follows:
"Subject to adjustment under subsection (b) below, Awards may be made under
the Plan for up to 1,625,000 shares of Common Stock."
Adopted by the Board of Directors on
November 14, 1997
-17-
<PAGE>
APPENDIX C
MapInfo Corporation
1993 Employee Stock Purchase Plan
---------------------------------
The purpose of this Plan is to provide eligible employees of MapInfo
Corporation (the "Company") and certain of its subsidiaries with opportunities
to purchase shares of the Company's common stock, $.002 par value per share (the
"Common Stock"). 100,000 shares of Common Stock in the aggregate have been
approved for this purpose.
1. Administration. The Plan will be administered by the Company's Board
--------------
of Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.
2. Eligibility. Participation in the Plan will neither be permitted nor
-----------
denied contrary to the requirements of Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"), and regulations promulgated thereunder. All
employees of the Company, including Directors who are employees, and all
employees of any subsidiary of the Company (as defined in Section 424(f) of the
Code) designated by the Board or the Committee from time to time (a "Designated
Subsidiary"), are eligible to participate in any one or more of the offerings of
Options (as defined in Section 9) to purchase Common Stock under the Plan
provided that:
(a) they are regularly employed by the Company or a Designated
Subsidiary for more than 20 hours a week and for more than five months in a
calendar year; and
(b) they have been employed by the Company or a Designated Subsidiary
for at least three months (or such number of days as may be determined by
the Board of Directors or Committee) prior to enrolling in the Plan; and
(c) they are employees of the Company or a Designated Subsidiary on
the first day of the applicable Plan Period (as defined below).
No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.
<PAGE>
3. Offerings. The Company will make one or more offerings ("Offerings")
---------
to employees to purchase stock under this Plan. Offerings will begin on such
dates as may be determined by the Board of Directors or the Committee (the
"Offering Commencement Dates"). Each Offering Commencement Date will begin an
approximately six-month period (a "Plan Period") during which payroll deductions
will be made and held for the purchase of Common Stock at the end of the Plan
Period. The Board or the Committee may, at its discretion, choose different
Plan Periods of twelve (12) months or less for Offerings.
4. Participation. An employee eligible on the Offering Commencement Date
-------------
of any Offering may participate in such Offering by completing and forwarding a
payroll deduction authorization form to the employee's appropriate payroll
office at least seven days prior to the applicable Offering Commencement Date.
The form will authorize a regular payroll deduction from the Compensation
received by the employee during the Plan Period. Unless an employee files a new
form or withdraws from the Plan, his deductions and purchases will continue at
the same rate for future Offerings under the Plan as long as the Plan remains in
effect. The term "Compensation" means the amount of money reportable on the
employee's Federal Income Tax Withholding Statement, excluding, to the extent
determined by the Board or the Committee, overtime, shift premium, incentive or
bonus awards, allowances and reimbursements for expenses such as relocation
allowances for travel expenses, income or gains on the exercise of Company stock
options or stock appreciation rights, and similar items, whether or not shown on
the employee's Federal Income Tax Withholding Statement, and including, in the
case of salespersons, sales commissions to the extent determined by the Board or
the Committee.
5. Deductions. The Company will maintain payroll deduction accounts for
----------
all participating employees. With respect to any Offering made under this Plan,
an employee may authorize a payroll deduction up to a maximum of 10% of the
Compensation he or she receives during the Plan Period or such shorter period
during which deductions from payroll are made, subject to such lesser maximum
rate as may be determined by the Board of Directors or Committee prior to the
applicable Offering Commencement Date. Subject to the foregoing, payroll
deductions may be at the rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of
Compensation.
No employee may be granted an Option (as defined in Section 9) which
permits his rights to purchase Common Stock under this Plan and any other stock
purchase plan of the Company and its subsidiaries, to accrue at a rate which
exceeds $25,000 of fair market value of such Common Stock (determined at the
Offering Commencement Date of the Plan Period) for each calendar year in which
the Option is outstanding at any time.
-2-
<PAGE>
6. Deduction Changes. An employee may decrease or discontinue his
-----------------
payroll deduction once during any Plan Period, by filing a new payroll deduction
authorization form. However, an employee may not increase his payroll deduction
during a Plan Period. If an employee elects to discontinue his payroll
deductions during a Plan Period, but does not elect to withdraw his funds
pursuant to Section 8 hereof, funds deducted prior to his election to
discontinue will be applied to the purchase of Common Stock on the Exercise Date
(as defined below).
7. Interest. Interest will not be paid on any employee accounts, except
--------
to the extent that the Board or its Committee, in its sole discretion, elects to
credit employee accounts with interest at such per annum rate as it may from
time to time determine.
8. Withdrawal of Funds. An employee may at any time prior to the close
-------------------
of business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Plan Period. The employee may participate in any subsequent Offering in
accordance with terms and conditions established by the Board or the Committee,
except that employees who are also directors or officers of the Company within
the meaning of Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules promulgated there under may not participate again for a
period of at least six months as provided in Rule 16b-3(d)(2)(i) or any
successor provision.
9. Purchase of Shares. On the Offering Commencement Date of each Plan
------------------
Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, such number of whole shares of Common Stock of the Company
reserved for the purposes of the Plan as does not exceed the number of shares
determined by dividing 15% of such employee's annualized Compensation for the
immediately prior six-month period by the price determined in accordance with
the formula set forth in the following paragraph but using the closing price on
the Offering Commencement Date of such Plan Period.
The purchase price for each share purchased will be 85% of the closing
price of the Common Stock on (i) the first business day of such Plan Period or
(ii) the Exercise Date, whichever closing price shall be less. Such closing
price shall be (a) the closing price on any national securities exchange on
which the Common Stock is listed, or (b) the closing price of the Common Stock
on the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or (c) the average of the closing bid and asked prices in the over-
the-counter-market, whichever is applicable, as published in The Wall Street
---------------
Journal. If no sales of Common Stock
- -------
-3-
<PAGE>
were made on such a day, the price of the Common Stock for purposes of clauses
(a) and (b) above shall be the reported price for the next preceding day on
which sales were made.
Each employee who continues to be a participant in the Plan on the Exercise
Date shall be deemed to have exercised his Option at the Option Price on such
date and shall be deemed to have purchased from the Company the number of full
shares of Common Stock reserved for the purpose of the Plan that his accumulated
payroll deductions on such date will pay for pursuant to the formula set forth
above (but not in excess of the maximum number determined in the manner set
forth above).
Any balance remaining in an employee's payroll deduction account at the end
of a Plan Period will be automatically refunded to the employee, except that any
balance which is less than the purchase price of one share of Common Stock will
be carried forward into the employee's payroll deduction account for the
following Offering, unless the employee elects not to participate in the
following Offering under the Plan, in which case the balance in the employee's
account shall be refunded.
10. Issuance of Certificates. Certificates representing shares of Common
------------------------
Stock purchased under the Plan may be issued only in the name of the employee,
or in the name of the employee and another person of legal age as joint tenants
with rights of survivorship.
11. Rights on Retirement, Death, or Termination of Employment. In the
---------------------------------------------------------
event of a participating employee's termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee's account shall be
paid to the employee or, in the event of the employee's death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence of
such a designated beneficiary, to the executor or administrator of the
employee's estate or (c) if no such executor or administrator has been appointed
to the knowledge of the Company, to such other person(s) as the Company may, in
its discretion, designate. If, prior to the last business day of the Plan
Period, the Designated Subsidiary by which an employee is employed shall cease
to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Designated Subsidiary, the employee
shall be deemed to have terminated employment for the purposes of this Plan.
12. Optionees Not Stockholders. Neither the granting of an Option to an
--------------------------
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.
-4-
<PAGE>
13. Rights Not Transferable. Rights under this Plan are not transferable
-----------------------
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.
14. Application of Funds. All funds received or held by the Company under
--------------------
this Plan may be combined with other corporate funds and may be used for any
corporate purpose.
15. Adjustment in Case of Changes Affecting Common Stock. In the event of
----------------------------------------------------
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the Board or
the Committee. In the event of any other change affecting the Common Stock,
such adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.
16. Merger. If the Company shall at any time merge or consolidate with
------
another corporation and the holders of the capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 80%
by voting power of the capital stock of the surviving corporation ("Continuity
of Control"), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
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, and the Committee shall take such steps in
connection with such merger as the Committee shall deem necessary to assure that
the provisions of Paragraph 15 shall thereafter be applicable, as nearly as
reasonably may be, in relation to the said securities or property as to which
such holder of such Option might thereafter be entitled to receive thereunder.
In the event of a merger or consolidation of the Company with or into
another corporation which does not involve Continuity of Control, or of a sale
of all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (a) subject to the provisions of
clauses (b) and (c), after the effective date of such transaction, each holder
of an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of such transaction; or (b) all outstanding Options may be cancelled by
the Board or the Committee as of a date prior to the effective date of any such
transaction and all payroll deductions shall be paid out to the participating
employees; or (c) all outstanding Options may be cancelled by the Board or the
Committee as of the effective date of any such transaction, provided that notice
of such cancellation shall be given to each holder of an Option, and each holder
of an
-5-
<PAGE>
Option shall have the right to exercise such Option in full based on payroll
deductions then credited to his account as of a date determined by the Board or
the Committee, which date shall not be less than ten (10) days preceding the
effective date of such transaction.
17. Amendment of the Plan. The Board may at any time, and from time to
---------------------
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the shareholders of the Company is required by Section 423 of
the Code or by Rule 16b-3 under the Exchange Act, such amendment shall not be
effected without such approval, and (b) in no event may any amendment be made
which would cause the Plan to fail to comply with Section 16 of the Exchange Act
and the rules promulgated thereunder, as in effect from time to time, or Section
423 of the Code.
18. Insufficient Shares. In the event that the total number of shares of
-------------------
Common Stock specified in elections to be purchased under any Offering plus the
number of shares purchased under previous Offerings under this Plan exceeds the
maximum number of shares issuable under this Plan, the Board or the Committee
will allot, in such manner as it may determine, the shares then available.
19. Termination of the Plan. This Plan may be terminated at any time by
-----------------------
the Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded.
20. Governmental Regulations. The Company's obligation to sell and
------------------------
deliver Common Stock under this Plan is subject to listing on a national stock
exchange or quotation on the NASDAQ and the approval of all governmental
authorities required in connection with the authorization, issuance, or sale of
such stock.
The Plan shall be governed by New York law except to the extent that such
law is preempted by federal law.
The Plan is intended to comply with the provisions of Rule 16b-3
promulgated under the Securities Exchange Act of 1934. Any provision
inconsistent with such Rule shall to that extent be inoperative and shall not
affect the validity of the Plan.
21. Issuance of Shares. Shares may be issued upon exercise of an Option
------------------
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.
22. Notification upon Sale of Shares. Each employee agrees, by entering
--------------------------------
the Plan, to promptly give the Company notice of any disposition of shares
purchased
-6-
<PAGE>
under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased.
23. Effective Date and Approval of Shareholders. The Plan shall take
-------------------------------------------
effect upon the closing of the initial public offering of Common Stock of the
Company, subject to approval by the shareholders of the Company as required by
Rule 16b-3 under the Exchange Act and by Section 423 of the Code, which approval
must occur within twelve months of the adoption of the Plan by the Board.
Adopted by the Board of Directors on
November 23, 1993
Approved by the stockholders on
December 8, 1993
-7-
<PAGE>
AMENDMENT NO. 1 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN
OF MAPINFO CORPORATION
The first paragraph of of the 1993 Employee Stock Purchase Plan (the
"Plan") of MapInfo Corporation is hereby amended and restated in its entirety to
provide as follows:
"The purpose of this Plan is to provide eligible employees of MapInfo
Corporation (the "Company") and certain of its subsidiaries with opportunities
to purchase shares of the Company's common stock, $.002 par value per share (the
"Common Stock"). 200,000 shares of Common Stock in the aggregate have been
approved for this purpose."
Adopted by the Board of Directors
on November 12, 1996
Approved by the Stockholders of the
Company on February 13, 1997
-8-
<PAGE>
AMENDMENT NO. 2 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN
OF MAPINFO CORPORATION
Section 8 of the 1993 Employee Stock Purchase Plan of MapInfo Corporation
is hereby amended and restated in its entirety to read as follows:
"8. Withdrawal of Funds. An employee may at any time prior to the close
-------------------
of business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Plan Period. The employee may participate in any subsequent Offering in
accordance with terms and conditions established by the Board or the Committee."
Adopted by the Board of Directors
on December 9, 1996
<PAGE>
AMENDMENT NO. 3 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN
OF MAPINFO CORPORATION
The first paragraph of of the 1993 Employee Stock Purchase Plan (the
"Plan") of MapInfo Corporation is hereby amended and restated in its entirety to
provide as follows:
"The purpose of this Plan is to provide eligible employees of MapInfo
Corporation (the "Company") and certain of its subsidiaries with opportunities
to purchase shares of the Company's common stock, $.002 par value per share (the
"Common Stock"). 300,000 shares of Common Stock in the aggregate have been
approved for this purpose."
Adopted by the Board of Directors
on November 14, 1997
-10-
<PAGE>
2970-PS-98
