MAPINFO CORP, DEF 14A, 1999-01-12

MAPINFO CORP
DEF 14A, 1999-01-12
PREPACKAGED SOFTWARE

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<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)

------------------------------------------------
(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>

[LOGO OF MAPINFO]
One Global View
Troy, NY 12180

January 13, 1999

Dear MapInfo Stockholder:

You are cordially invited to the annual meeting of stockholders of MapInfo
Corporation, which will be held at the Company's offices at One Global View,
Troy, New York on Wednesday, February 24, 1999 at 4:00 p.m. We look forward to
greeting as many of our stockholders as possible.

Details of the business to be conducted at the annual meeting are provided in
the attached Notice of Annual Meeting and Proxy Statement.

Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting. Therefore, we urge you to sign, date and
promptly return the enclosed proxy in the enclosed postage paid envelope. If
you decide to attend the annual meeting, you will of course have the
opportunity to vote in person.

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 24, 1999

The Annual Meeting of Stockholders of MapInfo Corporation, a Delaware
corporation (the "Company"), will be held at the Company's offices at One
Global View, Troy, New York on Wednesday, February 24, 1999 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 Director Stock Option 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 PricewaterhouseCoopers
LLP 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 6, 1999 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 13, 1999

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 24, 1999 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 6, 1999, 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
5,712,334 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 to Stockholders and Form 10-K for 1998 were
mailed to stockholders, along with these proxy materials, on or about
January 13, 1999.

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 Director Stock Option Plan and 1993 Employee
Stock Purchase Plan and the selection of PricewaterhouseCoopers LLP 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 Director Stock Option 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, 1998,
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, 1998 as a
group:

<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE OF
BENEFICIALLY COMMON STOCK
BENEFICIAL OWNER OWNED(1) OUTSTANDING(2)
---------------- ------------ --------------
<S> <C> <C>
Dimenensional Fund Advisors, Inc. (3).............. 392,700 6.9%
John F. Haller (4)................................. 362,730 6.4%
Laszlo C. Bardos (5)............................... 195,595 3.4%
John F. Burton (6)................................. 10,644 *
John C. Cavalier (7)............................... 100,000 1.7%
Michael D. Marvin (8) ............................. 231,225 4.0%
George C. McNamee (9).............................. 57,688 1.0%
James A. Perakis (10).............................. 12,766 *
D. Joseph Gersuk (11).............................. 56,327 *
Mark P. Cattini (12)............................... 10,667 *
All directors and executive officers as a group
(10 persons) (13)................................. 1,048,892 17.6%
</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 on or exercisable
within 60 days after October 31, 1998.
(2) Number of shares deemed outstanding includes 5,707,023 shares outstanding
as of October 31, 1998 plus any shares subject to options held by the
person or entity in question which were exercisable on or within 60 days
after October 31, 1998.
(3) Dimensional Fund Advisors, Inc. ("DFA"), with a business address at 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401, beneficially
owned 392,700 shares as of December 31, 1997. DFA had sole voting power
over 253,200 of such shares and sole dispositive power over all of such
shares. All of such shares were owned by advisory clients of DFA, and DFA
disclaims beneficial ownership of all such shares. The information in this
Note 3 is based solely on Schedule 13G filed by DFA on February 10, 1998.
(4) The business address for Mr. Haller is c/o MapInfo Corporation, One Global
View, Troy, New York 12180.
(5) Includes 25,000 shares held by Mr. Bardos' wife, as to which shares Mr.
Bardos disclaims beneficial ownership.
(6) Consists of 10,644 shares subject to stock options held by Mr. Burton.
(7) Consists of 100,000 shares subject to stock options held by Mr. Cavalier.
(8) Includes 40,000 shares subject to stock options held by Mr. Marvin.
(9) Includes 13,918 shares subject to stock options held by Mr. McNamee. Also
includes 26,670 shares held by First Albany Corporation, of which Mr.
McNamee is Chairman and Co-CEO. 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.
(10) Includes 11,266 shares subject to stock options held by Mr. Perakis.
(11) Includes 49,166 shares subject to stock options held by Mr. Gersuk.
(12) Consists of 10,667 shares subject to stock options held by Mr. Cattini.
(13) Includes the shares described in Notes 4 through 12 above and an
additional 11,250 shares subject to stock options.

2
<PAGE>

PROPOSAL NO. 1 -- 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 POSITIONS WITH THE COMPANY, FIRST BECAME
PRINCIPAL OCCUPATION AND DIRECTORSHIPS AGE A DIRECTOR
--------------------------------------------- --- ------------
<S> <C> <C>
Michael D. Marvin............................................. 52 1986
Mr. Marvin has been President and Chief Executive Officer of
Interactive Learning International Co., a developer of
online learning software, since February 1998. 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.............................................. 59 1996
Mr. Cavalier has served as President and Chief Executive
Officer of the Company since November 1996. From January
1993 to September 1996, Mr. Cavalier served as President and
Chief Executive Officer of Antares Alliance Group, a
software company. Mr. Cavalier is also a director of FOCUS
Enhancements Inc.
John F. Haller................................................ 34 1986
Mr. Haller, a founder of the Company, has served as Vice
President, Chief Technology Officer since April 1997 and as
Secretary of the Company since inception. Mr. Haller served
as Vice President, Technology of the Company from the
Company's inception in 1986 until April 1997, except for a
personal leave of absence from March 1996 to June 1996.
Laszlo C. Bardos.............................................. 35 1986
Mr. Bardos has served as a director of the Company since
December 1993 and from its inception in 1986 to 1992. In May
1996, Mr. Bardos left the Company to pursue a graduate
business degree. From September 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 Marketing of the Company.
John F. Burton................................................ 47 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 Capital, Inc., an investment banking
firm. From 1995 to September 1996, Mr. Burton served as
President and Chief Executive Officer of Nat Systems, a
software company. From 1984 through 1995, Mr. Burton was
President and Chief Executive Officer of LEGENT Corporation,
a software company. Mr. Burton is a director of Banyan
Systems Inc., Netrix Corporation, TREEV Inc. and AXENT
Technologies, Inc.
</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 1998. The members of the Audit
Committee are Messrs. Burton and McNamee.

The Company has a standing Compensation Committee of the Board of Directors,
which has the authority to provide recommendations to the Board regarding
compensation programs of the Company, administer the executive compensation
programs and 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 did not
hold a formal meeting during fiscal 1998; however, there were numerous
informal meetings among the members of the Compensation Committee that
resulted in matters being brought before the full Board. 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 members of the Company's executive team
(consisting of 15 individuals who are executive officers and non-executive
officers). The subcommittee of the Compensation Committee met two times in
fiscal 1998, and acted by written consent three 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 four times during fiscal 1998, and acted by
written consent six times. Each current director attended at least 75% of the
aggregate of the total number of Board meetings and the total number 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

4
<PAGE>

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 1998, Messrs. Burton,
McNamee and Perakis each received an option to purchase 5,000 shares of Common
Stock at an exercise price of $11.75 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.

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) the
Company's Chief Executive Officer during fiscal 1998, and (ii) the Company's
four most highly compensated executive officers other than the Chief Executive
Officer during fiscal 1998 who were serving as executive officers of the
Company on September 30, 1998 and whose salary and bonus during fiscal 1998
exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
(1) AWARDS
--------------------- -------------
SECURITIES
NAME AND PRINCIPAL SALARY BONUS UNDERLYING ALL OTHER
POSITION YEAR ($) ($)(2) OPTIONS(#)(3) COMPENSATION
------------------ ---- -------- ------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Michael D. Marvin......... 1998 $166,666 -- -- $ 1,000(4)
Chairman 1997 250,000 -- -- 1,000
1996 125,000 $48,000 25,000 500
John C. Cavalier (5)...... 1998 250,000 249,125 -- 106,680(6)
President and Chief
Executive Officer 1997 229,167 187,500 200,000 20,680
1996 -- -- -- --
D. Joseph Gersuk.......... 1998 209,000 94,052 -- 1,000(4)
Executive Vice President,
Treasurer and 1997 193,188 88,217 100,000(7) 3,225
Chief Financial Officer 1996 169,907 53,710 66,000(8)(9) 40,979
Mark P. Cattini (10) ..... 1998 171,051 93,733 25,000 51,000(11)
Vice President, Sales --
The Americas 1997 -- -- -- --
1996 -- -- -- --
John F. Haller............ 1998 125,000 56,252 -- 1,000(4)
Vice President, Chief
Technology 1997 124,999 42,189 -- 1,000
Officer and Secretary 1996 70,137 2,500 -- --
</TABLE>
- --------
(1) 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 Officer for such year.
(2) Represents amounts earned under the Company's incentive compensation
programs.
(3) Reflects the grant of options to purchase Common Stock. The Company has
never granted any stock appreciation rights.
(4) Represents Company contribution to employee's 401(k) account.
(5) Mr. Cavalier joined the Company in November 1996.

5
<PAGE>

(6) Of this amount, $76,289 represents forgiveness of one-half of Mr.
Cavalier's relocation loan on July 1, 1998, $19,746 represents payment of
life insurance premiums in accordance with his employment agreement,
$9,864 represents the Company's estimate of interest at the prevailing
rate which would have been charged had Mr. Cavalier obtained his
relocation loan from a lending institution, and $781 represents Company
contributions to Mr. Cavalier's 401(k) account.
(7) Of such option grants, on January 31, 1997 options to purchase 66,000
shares were granted to Mr. Gersuk as a result of an option repricing
program (the "1997 Option Repricing Program").
(8) Of such option grants, options to purchase 56,000 shares were granted to
Mr. Gersuk as a result of an option repricing program under which
previously granted options were exchanged for such options on a four-for-
five basis.
(9) This option was forfeited in connection with the 1997 Option Repricing
Program.
(10) Mr. Cattini was appointed an executive officer in January 1998.
(11) Of this amount, $50,000 represents a lump sum payment relating to
relocation expenses and $1,000 represents the Company contribution to Mr.
Cattini's 401(k) account.

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 fiscal year 1998 and the
number and value of the unexercised options held by such persons on September
30, 1998.

OPTION GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
-------------------------------------------------- RATE OF STOCK
NUMBER OF PERCENT OF PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)
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........ -- -- -- -- -- --
D. Joseph Gersuk........ -- -- -- -- -- --
Mark P. Cattini......... 25,000(1) 11.1% $12.00 11/14/07 $188,668 $478,123
John F. Haller.......... -- -- -- -- -- --
</TABLE>
- --------
(1) Option vests in four equal installments on each of the first through
fourth anniversaries of the date of grant.
(2) Amounts represent hypothetical gains that could be achieved for the option
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.

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.... 9,500 $110,248 40,000/-- $ 129,525/--
John C. Cavalier..... -- -- 50,000/150,000 $25,000/$75,000
D. Joseph Gersuk..... -- -- 39,833/60,167 $34,270/$66,320
Mark P. Cattini...... -- -- 3,750/33,750 $ 3,256/$ 8,231
John F. Haller....... -- -- -- --
</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, 1998
($10.375), less the option exercise price.

OTHER MATTERS

In September 1996, the Company entered into an employment agreement with Mr.
Marvin (the "Marvin Agreement"). Under the Marvin Agreement, as amended, Mr.
Marvin is employed by the Company as Chairman. 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. Under the Agreement, Mr. Marvin's annual salary
is set at $250,000, and he was granted an option to purchase 25,000 shares of
Common Stock. Effective February 1, 1998, Mr. Marvin unilaterally reduced his
annual salary to $125,000.

In November 1998, 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 November 1, 1998 and ending on November 1, 2001. Mr.
Cavalier's base salary is set at $275,000 and he is eligible to receive a
bonus equal to one-half of this annual base salary upon the achievement of
certain Company and individual objectives and an additional bonus upon the
achievement of certain additional objectives. Mr. Cavalier's base salary may
be increased from time to time, but if so increased may not be decreased
without his consent, and his bonus targets may be increased from time to time
but shall not thereafter be decreased below the initial incentive compensation
plan of the new Agreement except by written mutual agreement of the parties.
In addition, under the Cavalier Agreement, (i) Mr. Cavalier was granted an
option to purchase 100,000 shares of Common Stock, and (ii) the Company has
agreed to purchase such additional medical, disability, life insurance and/or
any other fringe benefit programs of Mr. Cavalier's choosing, up to a maximum
amount of $35,000 per year. Mr. Cavalier's employment may be terminated prior
to November 1, 2001 by the Company in the event of Mr. Cavalier's death or
disability or for "cause" (as defined in the Cavalier Agreement) or by Mr.
Cavalier upon (i) an uncured material breach of the Cavalier Agreement by the
Company, or (ii) a change in control of the Company. In the event that, prior
to November 1, 2001, Mr. Cavalier's employment is terminated by the Company
without cause (not including by reason of death or disability), or in the
event that Mr. Cavalier terminates his employment with the Company

7
<PAGE>

upon an uncured breach of the Cavalier Agreement by the Company, Mr. Cavalier
would be entitled to one additional year of health and dental benefits
following the date of his termination and a lump sum payment by the Company
(the "Severance Payment") equal to the greater of (x) the sum of all salary
payments due to Mr. Cavalier through October 31, 2001 measured at Mr.
Cavalier's most recent base salary level, and (y) Mr. Cavalier's most recent
annual salary. Upon a change in control of the Company in which Mr. Cavalier
is not offered employment in a position equivalent to his present position,
then Mr. Cavalier would be entitled to the Severance Payment plus an
additional lump sum payment equal to the average monthly incentive
compensation paid by the Company to Mr. Cavalier during the most recent two
years multiplied by the number of months remaining in the contract term.

In accordance with Mr. Cavalier's previous employment agreement, the Company
loaned to Mr. Cavalier $152,578, 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, and,
accordingly, one-half of the loan was forgiven on July 1, 1998 and the second
half will be forgiven on July 1, 1999, provided that Mr. Cavalier is employed
by the Company on that date. 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.

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 principal and
interest payable under the Note as of October 31, 1998 was $37,730.

In April 1997, the Company entered into an 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 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, provided, however, that 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 of New York (the "Loan").
The Loan bears interest at 5% per annum. Under the terms of

8
<PAGE>

the Loan, $50,000 was repaid upon the sale of Mr. Gersuk's previous 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 October 31,
1998 was $167,799.

Mr. Cattini's annual salary is $135,000, and he is eligible to receive
incentive compensation of up to $100,000 upon the achievement of the America's
operating profit target and up to an additional $20,000 based on the
achievement of certain individual objectives. Additionally, in November 1997
Mr. Cattini was granted a stock option for 25,000 shares and was given a lump
sum payment of $50,000 to assist with relocation costs.

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.

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 1998 all
filings required to be made by its Reporting Persons were timely made in
accordance with the requirements of the Exchange Act.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Marvin, McNamee and Perakis each served as a member of the
Compensation Committee during fiscal 1998. 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 were reviewed with the
Compensation Committee and then by the full board.

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

9
<PAGE>

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.

BASE SALARY

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.

CASH BONUS AWARDS

The cash 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 1998, 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, except for the Chairman of the Board, and made a
subjective determination of the extent to which such personal objectives were
achieved by each executive during fiscal 1998.

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

10
<PAGE>

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 1998, pursuant to the 1993 Stock Incentive Plan, Mr. Cattini, the
Company's Vice President, Sales -- The Americas, received an option to
purchase 25,000 shares of Common Stock at an exercise price of $12.00 per
share.

CHIEF EXECUTIVE OFFICER FISCAL 1998 COMPENSATION

Mr. Cavalier served as Chief Executive Officer of the Company during fiscal
1998. The Compensation Committee set Mr. Cavalier's base salary for fiscal
1998 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
$249,125 for fiscal 1998 based upon the achievement of certain objectives.
These objectives generally related to the Company achieving its targeted
revenue and profit goals for the year, as well as meeting investors'
expectations regarding earnings per share.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code ("the Code") 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

11
<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, September 30, 1997
and September 30, 1998.

[CHART APPEARS HERE]

<TABLE>
<CAPTION>
FEB. 1, SEPT. 30, SEPT. 30, SEPT. 30, SEPT 30, SEPT. 30,
1994 1994 1995 1996 1997 1998
------- --------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
MapInfo Corporation..... $100 $104 $107 $ 55 $ 53 $ 55
CRSP Nasdaq Index....... $100 $ 96 $133 $158 $218 $218
CRSP Computer & Data
Index.................. $100 $106 $170 $210 $284 $371
</TABLE>

12
<PAGE>

PROPOSAL NO. 2 -- APPROVAL OF AMENDMENT TO 1993 DIRECTOR STOCK OPTION PLAN

The Board of Directors believes that the continued growth and profitability
of the Company depends upon the ability of the Company to attract and retain
highly qualified non-employee directors. The Company's 1993 Director Stock
Option Plan (the "Director Option Plan") authorizes an annual option grant to
purchase 5,000 shares of Common Stock at an option exercise price equal to the
fair market value of the Common Stock on the date of grant. On November 13,
1998, the Board of Directors adopted, subject to stockholder approval, an
amendment to the Director Option Plan that increased from 50,000 to 80,000 the
number of shares of Common Stock available for issuance under the Director
Option 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
AMENDMENTS TO THE DIRECTOR OPTION PLAN.

The following is a brief summary of the provisions of 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 of the Company.
Each option vests nine years and nine months after the date of grant,
provided, however, that such option becomes exercisable one year after the
date of grant if the director has during that year attended at least 75% of
the aggregate of the number of meetings of the Board of Directors and the
number of meetings held by all committees on which the director then served.
The amendment to the Director Option Plan submitted to the stockholders for
approval will increase the number of shares reserved for issuance under the
Director Option Plan from 50,000 to 80,000 shares of Common Stock. As of
October 31, 1998, options to purchase 44,018 shares of the Company's Common
Stock were outstanding under the Director Option Plan, options to purchase
1,818 shares had been exercised and 4,164 shares were available for grant
under the Plan.

In the event an optionee ceases to serve as a director, each option granted
under the Director Option Plan may be exercised by the optionee at any time
within 12 months after the date of cessation of service to the extent such
option was exercisable at the time of such cessation of service.
Notwithstanding the foregoing, no option is exercisable after the expiration
of ten years from the date of grant. Unless otherwise provided in the option
agreement, an option granted under the Director Option Plan is nontransferable
otherwise than by the laws of descent and distribution and may be exercised
during the lifetime of the optionee only by such optionee. The Director Option
Plan contains provisions relating to the disposition of options in the event
of certain mergers, acquisitions and other extraordinary corporate
transactions involving the Company.

The Director Option Plan is administered by the Company's Board of
Directors. The Board of Directors may, at any time, modify, terminate, or
amend the Plan in any respect, except that if at any time the approval of the
stockholders of the Company is required as to such modification or amendment
under any applicable tax or regulatory requirement, such approval must be
obtained.

Federal Income Tax Consequences

Nonstatutory Stock Options. A participant will not recognize taxable income
upon the grant of a nonstatutory 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.

13
<PAGE>

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, and will be a short-term capital
gain or loss if the participant has held the NSO Stock for a shorter period.

Tax Consequences to the Company. The grant of an option under the Director
Option Plan will have no tax consequences to the Company. The Company
generally will be entitled to a business-expense deduction with respect to any
ordinary compensation income recognized by a participant upon the exercise of
an option under the Director Option Plan.

During fiscal 1998, Messrs. Burton, McNamee and Perakis were each granted an
option under the Director Option Plan to purchase 5,000 shares of Common Stock
at an exercise price of $11.75. On the date of the Annual Meeting, if the
amendment to the Director Option Plan is approved, each of the Company's non-
employee directors nominated for re-election (currently, Messrs. Burton,
McNamee and Perakis) will receive an option grant under the Director Option
Plan to purchase 5,000 shares of Common Stock. Mr. Bardos, also a non-employee
director nominated for re-election, has unconditionally waived his right to
participate in the Director Option Plan.

PROPOSAL NO. 3 -- 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 qualified
personnel. As of October 31, 1998, 95,258 shares were available for future
purchases under the Company's 1993 Employee Stock Purchase Plan (the "1993
Stock Purchase Plan"). Accordingly, on November 13, 1998, the Board of
Directors adopted, subject to shareholder approval, an amendment to the 1993
Stock Purchase Plan that increased from 300,000 to 400,000 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.

The 1993 Stock Purchase Plan provides eligible employees of the Company with
opportunities to purchase shares of Common Stock at a discounted price.
Currently, an aggregate of 300,000 shares of Common Stock may be issued
pursuant to the 1993 Stock Purchase Plan, of which 95,258 remain available for
issuance. The 1993 Stock Purchase Plan 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.

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

14
<PAGE>

(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 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, 1998, approximately 363 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 1998 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....................................... $ 5,214 2,206
Chairman
John C. Cavalier........................................ -- --
President and Chief Executive Officer
D. Joseph Gersuk........................................ 8,950 2,855
Executive Vice President, Treasurer and Chief Financial
Officer
Mark P. Cattini......................................... 4,478 2,034
Vice President, Sales -- The Americas
John F. Haller.......................................... -- --
Vice President, Chief Technology Officer and Secretary
Executive Group......................................... 18,642 7,095
Non-Executive Director Group............................ -- --
Non-Executive Officer Employee Group.................... 188,644 69,550
</TABLE>
- --------
(1) Represents the difference between the purchase price of shares purchased
in fiscal 1998 and the fair market value of the underlying shares of
Common Stock on the date of purchase.

15
<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 in an amount
equal to the excess of the sale price of the Common Stock over the price at
which the participant purchased the Common Stock. 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.

16
<PAGE>

PROPOSAL NO. 4 -- RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors, at the recommendation of the Audit Committee, has
selected the firm of PricewaterhouseCoopers LLP as the Company's independent
accountants for the current fiscal year. PricewaterhouseCoopers LLP
(previously 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 PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP. Representatives of PricewaterhouseCoopers LLP 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 PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.

STOCKHOLDER PROPOSALS

Proposals of stockholders made in accordance with Rule 14a-8 of the Exchange
Act and intended to be presented at the 2000 Annual Meeting of Stockholders
must be received by the Company at its principal office in Troy, New York no
later than September 15, 1999 for inclusion in the proxy statement for that
meeting. In addition, the Company's By-laws require that the Company be given
advance notice of stockholder nominations for election to the Company's Board
of Directors and of other matters which stockholders wish to present for
action at an annual meeting of stockholders (other than matters included in
the Company's proxy statement in accordance with Rule 14a-8). The required
notice must be made in writing, include the information required by the By-
Laws, be delivered or mailed by first class United States mail, postage
prepaid, to the Secretary of the Company at the principal offices of the
Company, and be received not less than 60 days nor more than 90 days prior to
the 2000 Annual Meeting; provided, however, that if less than 70 days notice
or prior public disclosure of the date of the meeting is given to
stockholders, such nomination or other proposal shall have been mailed or
delivered to the Secretary not later than the close of business on the 10th
day following the date on which the notice of the meeting was mailed or such
public disclosure made, whichever occurs first. While the Company has not yet
set the date of the 2000 Annual Meeting, assuming it was held on February 24,
2000 (the same day as this year's meeting), notice of a stockholder proposal
or director nomination would need to be made no earlier than November 26, 1999
and no later than December 26, 1999.

The advance notice provisions of the Company's By-laws supersede the notice
requirements contained in recent amendments to Rule 14a-4 under the Exchange
Act. Any stockholder proposal must also comply with the other applicable
provisions of the Company's Certificate of Incorporation and By-laws and the
Exchange Act. No stockholder proposal is required to be considered unless it
is presented in accordance with the foregoing requirements.

17
<PAGE>

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, e-mail, 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 13, 1999

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.

18
<PAGE>

2970-PS-99
<PAGE>

Appendix A
----------

MapInfo Corporation

1993 Director Stock Option Plan
-------------------------------

1. Purpose
-------

The purpose of this 1993 Director Stock Option Plan (the "Plan") of
MapInfo Corporation (the "Company") is to encourage ownership in the Company by
outside directors of the Company whose continued services are considered
essential to the Company's future progress and to provide them with a further
incentive to remain as directors of the Company.

2. Administration
--------------

The Board of Directors shall supervise and administer the Plan.
Grants of stock options under the Plan and the amount and nature of the awards
to be granted shall be automatic in accordance with Section 5. However, all
questions of interpretation of the Plan or of any options issued under it shall
be determined by the Board of Directors and such determination shall be final
and binding upon all persons having an interest in the Plan.

3. Participation in the Plan
-------------------------

Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.

4. Stock Subject to the Plan
-------------------------

(a) The maximum number of shares which may be issued under the Plan
shall be 20,000 shares of the Company's Common Stock, par value $.002 per share
("Common Stock"), subject to adjustment as provided in Section 9 of the Plan.

(b) If any outstanding option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.

non-statutory options not entitled to special tax treatment under Section 422 of
the Internal Revenue Code of 1986, as amended to date and as it may be amended
from time to time (the "Code").
<PAGE>

5. Terms, Conditions and Form of Options
-------------------------------------

Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:

(a) Option Grants. On the date of each annual meeting of stockholders
-------------
of the Company, the Company shall grant to each eligible director an option for
such number of shares of Common Stock equal to $20,000 divided by the option
exercise price per share for each such option (the "Annual Option").

(b) Option Exercise Price. The option exercise price per share for
---------------------
each option granted under the Plan shall equal (i) the last reported sales price
per share of the Company's Common Stock on the NASDAQ National Market System
(or, if the Company is traded on a nationally recognized securities exchange on
the date of grant, the reported closing sales price per share of the Company's
Common Stock by such exchange) on the date of grant (or if no such price is
reported on such date such price as reported on the nearest preceding day) or
(ii) if the Common Stock is not traded on NASDAQ or an exchange, the fair market
value per share on the date of grant as most recently determined by the Board of
Directors.

(c) Options Non-Transferable. Each option granted under the Plan by
------------------------
its terms shall not be transferable by the optionee otherwise than by will, or
by the laws of descent and distribution, and shall be exercised during the
lifetime of the optionee only by him. No option or interest therein may be
transferred, assigned, pledged or hypothecated by the optionee during his
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.

(d) Exercise Period. Each Annual Option shall become exercisable at
---------------
the end of nine years and nine months after the date of grant, provided that
--------
such option shall become exercisable one year after the date of grant if the
director has attended during such year at least 75% of the aggregate of the
number of meetings of the Board of Directors and the number of meetings held by
all committees on which he then served. In the event an optionee ceases to
serve as a director, each such option may be exercised by the optionee (or, in
the event of his death, by his administrator, executor or heirs), at any time
within 12 months after the optionee ceases to serve as a director, to the extent
such option was exercisable at the time of such cessation of service.
Notwithstanding the foregoing, no option shall be exercisable after the
expiration of ten years from the date of grant.

(e) Exercise Procedure. Options may be exercised only by written
------------------
notice to the Company at its principal office accompanied by (i) payment in cash
of the full consideration for the shares as to which they are exercised or (ii)
an irrevocable undertaking by a broker to deliver promptly to the Company

-2-
<PAGE>

sufficient funds to pay the exercise price or delivery of irrevocable
instructions to a broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price.

6. Assignments
-----------

The rights and benefits of participants under the Plan may not be
assigned, whether voluntarily or by operation of law, except as provided in
Section 5(d).

7. Effective Date
--------------

The Plan shall become effective immediately upon its adoption by the
Board of Directors, but all grants of options shall be conditional upon the
approval of the Plan by the stockholders of the Company within 12 months after
adoption of the Plan by the Board of Directors.

8. Limitation of Rights
--------------------

(a) No Right to Continue as a Director. Neither the Plan, nor the
----------------------------------
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.

(b) No Stockholders' Rights for Options. An optionee shall have no
-----------------------------------
rights as a stockholder with respect to the shares covered by his options until
the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 9) for which the record date is prior to the date such certificate is
issued.

9. Changes in Common Stock
-----------------------

(a) If the outstanding shares of Common Stock are increased, decreased
or exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares of Common
Stock, or other securities, an appropriate and proportionate adjustment will be
made in (i) the maximum number and kind of shares reserved for issuance under
the Plan, (ii) the number and kind of shares or other securities subject to then
outstanding options under the Plan and (iii) the price for each share subject to
any then outstanding options under the Plan, without changing the aggregate
purchase price as to which such options remain exercisable. No fractional shares
will be issued under the Plan on account of any such adjustments.

-3-
<PAGE>

(b) In the event that the Company is merged or consolidated into or
with another corporation (in which consolidation or merger the stockholders of
the Company receive distributions of cash or securities of another issuer as a
result thereof), or in the event that all or substantially all of the assets of
the Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the
acquiring or successor corporation (or an affiliate thereof), or (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidations unless exercised by the optionee
within a specified number of days following the date of such notice.

10. Amendment of the Plan
---------------------

The Board of Directors may suspend or discontinue the Plan or review
or amend it in any respect whatsoever; provided, however, that without approval
of the stockholders of the Company no revision or amendment shall change the
number of shares subject to the Plan (except as provided in Section 9), change
the designation of the class of directors eligible to receive options, or
materially increase the benefits accruing to participants under the Plan. The
Plan may not be amended more than once in any six-month period.

11. Governing Law
-------------

The Plan and all determinations made and actions taken pursuant hereto
shall be governed by 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

-4-
<PAGE>

AMENDMENT NO. 1 TO THE 1993 DIRECTOR STOCK OPTION PLAN

OF MAPINFO CORPORATION

The first sentence of Subsection 5(a) of the 1993 Director Stock Option
Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its
entirety to provide as follows:

"(a) Option Grants. On the date of each annual meeting of stockholders of
-------------
the Company, the Company shall grant to each eligible director an option for
such number of shares of Common Stock equal to $40,000 divided by the option
exercise price per share for each stock option (the "Annual Option")."

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 DIRECTOR STOCK OPTION PLAN

OF MAPINFO CORPORATION

The first sentence of Subsection 5(a) of the 1993 Director Stock Option
Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its
entirety, subject to stockholder approval, to provide as follows:

"(a) Option Grants. On the date of each annual meeting of stockholders of
-------------
the Company, the Company shall grant to each eligible director an option for
3,000 shares of Common Stock (the "Annual Option")."

Adopted by the Board of Directors on
December 19, 1995

Approved by the Stockholders on
February 2, 1996
<PAGE>

AMENDMENT NO. 3 TO THE 1993 DIRECTOR STOCK OPTION PLAN

OF MAPINFO CORPORATION

Subsection 4(a) of the 1993 Director Stock Option Plan (the "Plan") of
MapInfo Corporation is hereby amended and restated in its entirety, subject to
stockholder approval, to provide as follows:

"(a) The maximum number of shares which may be issued under the Plan shall
be 50,000 shares of the Company's Common Stock, par value $.002 per share
("Common Stock"), subject to adjustment as provided in Section 9 of the Plan."

The first sentence of Subsection 5(a) of the Plan is hereby amended and
restated in its entirety, subject to stockholder approval, to provide as
follows:

"(a) Option Grants. On the date of each annual meeting of stockholders of
-------------
the Company, the Company shall grant to each eligible director an option for
5,000 shares of Common Stock (the "Annual Option")."

Adopted by the Board of Directors on
November 12, 1996

Approved by the Stockholders on
February 13, 1997

<PAGE>

AMENDMENT NO. 4 TO THE 1993 DIRECTOR STOCK OPTION PLAN

OF MAPINFO CORPORATION

Section 5(c) of the 1993 Director Stock Option Plan (the "Plan") of MapInfo
Corporation is hereby amended and restated in its entirety to provide as
follows:

"(c) Options Non-Transferable. Except as otherwise provided in the option
------------------------
agreement evidencing the option grant, each option granted under the Plan shall
not be transferable by the optionee otherwise than by will, or by the laws of
descent and distribution, and shall be exercised during the lifetime of the
optionee only by him."

Section 10 of the Plan is hereby amended and restated in its entirety to
read as follows:

"10. Amendment of the Plan. The Board of Directors may at any time, and
---------------------
from time, modify, terminate or amend the Plan in any respect, except that if at
any time the approval of the stockholders of the Company is required as to such
modification or amendment under any applicable tax or regulatory requirement,
the Board of Directors may not effect such modification or amendment without
such approval."

Adopted by the Board of Directors on
December 9, 1996

<PAGE>

AMENDMENT NO. 5 TO THE 1993 DIRECTOR STOCK OPTION PLAN

OF MAPINFO CORPORATION

Section 11 of the 1993 Director Stock Option Plan (the "Plan") of MapInfo
Corporation is hereby amended and restated in its entirety to provide as
follows:

"11. Governing Law
-------------

The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware."

Adopted by the Board of
Directors on
February 11, 1998

<PAGE>

AMENDMENT NO. 6 TO THE 1993 DIRECTOR STOCK OPTION PLAN

OF MAPINFO CORPORATION

Subsection 4(a) of the 1993 Director Stock Option Plan (the "Plan") of
MapInfo Corporation is hereby amended and restated in its entirety, subject to
stockholder approval, to provide as follows:

"(a) The maximum number of shares which may be issued under the Plan shall
be 80,000 shares of the Company's Common Stock, par value $.002 per share
("Common Stock"), subject to adjustment as provided in Section 9 of the Plan."

Adopted by the Board of
Directors on November 13, 1998

<PAGE>

Appendix B
----------

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 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.

-3-
<PAGE>

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

-5-
<PAGE>

Option, and each holder of an 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 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.

-6-
<PAGE>

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

<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

Approved by the Stockholders of the
Company on February 25, 1998

<PAGE>

AMENDMENT NO. 4 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN

OF MAPINFO CORPORATION

The second paragraph of Subsection 20 of the 1993 Employee Stock Purchase
Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its
entirety as follows:

"The Plan shall be governed by Delaware law except to the extent that such
law is preempted by federal law."

Adopted by the Board of Directors on
February 11, 1998
<PAGE>

AMENDMENT NO. 5 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN

OF MAPINFO CORPORATION

The first paragraph 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"). 400,000 shares of Common Stock in the aggregate have been
approved for this purpose."

Adopted by the Board of Directors
on November 13, 1998

<PAGE>

Appendix C
----------

PROXY

MAPINFO CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - February 24, 1999

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 1999 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.

[ SEE REVERSE ] [ SEE REVERSE ]
[ SIDE ] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [ SIDE ]
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[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.

For Against Abstain
<S> <C>
1. Election of Directors 2. Approval of an amendment to the
NOMINEES: Laszlo C. Bardos, John F. Burton Company's 1993 Director Stock
John C. Cavalier, John F. Haller, Michael D. Marvin Option Plan, as set forth in the
George C. McNamee and James A. Perakis accompanying Proxy Statement [_] [_] [_]

For Withheld 3. Approval of an amendment to the
All From All Company's 1993 Employee Stock
Nominees Nominees Purchase Plan, as set forth in the
accompanying Proxy Statement [_] [_] [_]
[_] [_]

[_] 4. Ratification of appointment of
-------------------------------------- independent public accountants [_] [_] [_]
For all nominees except as noted above

Mark Here For Mark Here If
Address Change You Plan to
and Note At Left [_] Attend the Meeting [_]

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.

<S> <C> <C> <C>
Signature: Date: Signature: Date:
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