Exhibit 10.19


As effective October 25, 2006


EATON VANCE CORP.



1998 STOCK OPTION PLAN



RESTATEMENT NO. 8


1.    Definitions. As used in this Eaton Vance Corp. 1998 Stock Option Plan the following terms shall have the
following meaning:


Board means the Company’s
Board of Directors.


Code means the Internal Revenue
Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions and regulations and
other guidance issued thereunder.


Committee means the Compensation
Committee of the Board, or such other Board committee as may be appointed by the Board to administer the Plan pursuant to Section 5.


Company means Eaton Vance Corp.,
a Maryland corporation, or any successor corporation.


Director Option means a
nonqualified stock option granted to a director pursuant to the formula plan set forth in Section 8.


Exchange Act means the
Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor
provisions thereto and regulations and other guidance issued thereunder.


Grant Date means the date on
which an Option is granted.


Incentive Option means an Option
that satisfies the requirements of Section 422 of the Code.


Market Value means the closing
price on the New York Stock Exchange for the Shares for any date.


Nonqualified Option means an
Option other than an Incentive Option granted to an employee.


Option means an option to
purchase Shares granted under the Plan.


Option Agreement means an
agreement between the Company and an Optionee, setting forth the terms and conditions of an Option.


Option Price means the price to
be paid by an Optionee upon exercise of an Option.



87











Optionee means a person eligible
to receive an Option to whom an Option shall have been granted under the Plan.


Plan means this 1998 Stock
Option Plan, as amended or restated from time to time.


Qualified Member means a member
of the Committee who is a “non-employee director” within the meaning of Rule 16b-3(b)(3) and an “outside director” within the
meaning of Treasury Regulation 1.162-27(e)(3) under Code Section 162(m).


Rule 16b-3 means Rule 16b-3, as
from time to time in effect and applicable to the Plan and any Optionee, promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act.


Shares means shares of
Non-Voting Common Stock of the Company or such other securities as may be substituted or resubstituted therefor pursuant to Section 4.


Subsidiary means a subsidiary of
the Company, as defined in Section 424(f) of the Code.


2.    Purpose. The purpose of the Plan is to advance the interests of the Company by strengthening the ability of
the Company and its Subsidiaries to attract, retain and motivate directors and employees by providing them with an opportunity to purchase Shares and
thus participate in the ownership of the Company, including the opportunity to share in any appreciation in the value of such Shares. It is intended
that the Plan will strengthen the mutuality of interest between such persons and the stockholders of the Company. Both Incentive Options and
Nonqualified Options may be granted under the Plan. This Plan is the successor to the Company’s 1995 Stock Option Plan — Restatement No.
2.


3.    Effective
Date. The Plan became effective on July 7, 1998, the date it was adopted by the Board and approved by the voting stockholders of the Company. This
Restatement No. 8 became effective on October 25, 2006, the date it was adopted by the Board and approved by the voting stockholders of the
Company.


4.    Stock
Subject to the Plan; Adjustments.


(a)    Shares
Reserved. Subject to adjustment as hereinafter provided, the total number of Shares reserved for issuance in connection with Options under the Plan
shall be 40,000,000. No Option may be granted if the number of shares to which such Option relates, when added to the number of Shares previously
issued under the Plan, exceeds the number of shares reserved under this Section 4(a). Shares issued under the Plan shall be counted against this limit
in the manner specified in Section 4(b).


(b)    Manner of
Counting Shares. If any Shares subject to an Option are forfeited, canceled, exchanged, or surrendered or such Option is settled in cash or
otherwise terminates without a distribution of Shares to the Participant, including (i) the number of Shares withheld in payment of any Option Price or
tax obligation relating to the exercise of such Option and (ii) the number of Shares equal to the number surrendered in payment of any Option Price or
tax obligation relating to the exercise of such Option, such number of Shares will again be available for Options under the Plan. The Committee may
make determinations and adopt regulations for the counting of Shares relating to any Option to ensure appropriate counting, avoid double counting (in
the case of substitute Options), and provide for adjustments in any case in which the number of Shares actually distributed differs from the number of
Shares previously counted in connection with such Option.


(c)    Type of
Shares Distributable. Any Shares delivered upon exercise of an Option may consist, in whole or in part, of authorized and unissued Shares or Shares
reacquired by the Company through purchase in the open market or in private transactions.



88











(d)    Adjustments. In the event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares, or other property) which is unusual and non-recurring, or any recapitalization, stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event affects the
Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Optionees under the Plan, then the Committee
shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem equitable, adjust any or all of (i) the
number and kind of Shares which may thereafter be issued in connection with Options, (ii) the number and kind of Shares issued or issuable in respect
of outstanding Options or, if deemed appropriate, make provisions for payment of cash or other property with respect to any outstanding Option, (iii)
the Option Price relating to any Option, and (iv) the number and kind of Shares set forth in Section 7(d) as the per-person limitation for any three
calendar years; provided, however, in each case that, with respect to Incentive Options, such adjustment shall be made in accordance with Section 424
of the Code, unless the Committee determines otherwise. In addition, the Committee is authorized to make adjustments in the terms and conditions of,
and any criteria and performance objectives or goals included in, Options in recognition of unusual or non-recurring events (including events described
in the preceding sentence, as well as acquisitions and dispositions of assets or all or part of businesses) affecting the Company or any Subsidiary or
any business unit, or the financial statements thereof, or in response to changes in applicable laws, regulations, accounting principles, tax rates and
regulations, or business conditions or in view of the Committee’s assessment of the business strategy of the Company, a Subsidiary, or business
unit thereof, performance of comparable organizations, economic and business conditions, personal performance of an Optionee, and any other
circumstances deemed relevant; provided that, unless otherwise determined by the Committee, no such adjustment shall be made if and to the extent that
such adjustment would cause Options granted to employees who are “covered employees” within the meaning of Code Section 162(m) to fail to
qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder.


5.    Administration.


(a)    Authority
of the Committee. The Plan shall be administered by the Committee. The Committee shall have full and final authority and discretion to take the
following actions, in each case subject to and consistent with the provisions of the Plan:


(i)    to select
employees to whom Options may be granted;


(ii)    to
determine the type and number of Options to be granted to employees, the number of Shares to which such an Option may relate, the terms and conditions
of any Option granted to an employee under the Plan (including the Option Price, any restriction or condition, any schedule for lapse of restrictions
or conditions relating to transferability or forfeiture, exercisability, or settlement of such an Option, and waivers or accelerations thereof, and
waivers of performance conditions relating to such an option, based in each case on such considerations as the Committee shall determine), and all
other matters to be determined in connection with any Option granted to an employee;


(iii)    to
determine whether, to what extent, and under what circumstances an Option may be settled, or the Option Price may be paid, in cash, Shares or other
property, or an Option may be canceled, forfeited, exchanged, or surrendered;


(iv)    to
determine whether, to what extent, and under what circumstances cash, Shares or other property payable with respect to an Option will be deferred
either automatically, at the election of the Committee, or at the election of the Optionee, and whether to create trusts and deposit Shares or other
property therein;


(v)    to prescribe
the form of each Option Agreement, which need not be identical for each Optionee;



89











(vi)    to adopt,
amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer
the Plan;


(vii)    to correct
any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Option, rules and
regulations, Option Agreement, or other agreement or instrument hereunder; and


(viii)    to make
all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the
administration of the Plan.


In its administration of the Plan, the Committee shall not take
any action which would result in a transaction involving a Director Option failing to be exempt under Rule 16b-3(d). Other provisions of the Plan
notwithstanding, the Board may perform any function of the Committee under the Plan, including for the purpose of ensuring that transactions under the
Plan by Optionees who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which
the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board,
except where the context otherwise requires.


(b)    Manner of
Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an
Option to be granted to an employee who is then subject to Section 16 of the Exchange Act in respect of the Company, or relating to an Option intended
to constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder, may be taken
either (i) by a subcommittee composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is a not
Qualified Member abstaining or recusing himself or herself from such action, provided that, upon such abstention or recusal, the Committee remains
composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of
such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. Any action of the Committee with respect to the Plan shall
be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Optionees, any person claiming any rights under the Plan from or
through any Optionee, and stockholders of the Company. The express grant of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the
Company or any Subsidiary the authority, subject to such terms as the Committee shall determine, to perform administrative functions and such other
functions as the Committee may determine, to the extent permitted under applicable law and, with respect to any Optionee who is then subject to Section
16 of the Exchange Act in respect of the Company, to the extent performance of such function will not result in a subsequent transaction failing to be
exempt under Rule 16b-3(d).


(c)    Limitation of Liability. Each member of the Committee shall be entitled in good faith to rely or act upon
any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or other professional retained by the Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting
on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action,
determination, or interpretation.


6.    Duration
of the Plan. This Plan shall terminate ten years from the original effective date hereof, unless terminated earlier pursuant to Section 12, and no
Options may be granted thereafter.



90











7.    Options
for Employees.


(a)    Eligible
Employees. Options may be granted to those employees of the Company or of any of its Subsidiaries as are selected by the
Committee.


(b)    Restrictions on Incentive Options. Incentive Options shall be subject to the following
restrictions:


(i)    Limitation on Number of Shares. To the extent that the aggregate Market Value on the Grant Date of the
Shares with respect to which an Option that would otherwise constitute an Incentive Option (when aggregated, if appropriate, with incentive stock
options granted before the Option under this Plan or any other plan maintained by the Company or any Subsidiary of the Company) is exercisable for the
first time by the Optionee during any calendar year exceeds $100,000, the Option shall be treated as a Nonqualified Option.


(ii)    10%
Stockholder. If any Optionee to whom an Incentive Option is granted is on the Grant Date the owner of stock (as determined under Section 424(d) of
the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, then the
following special provisions shall be applicable to that Incentive Option:


(A)    The Option
Price per Share shall not be less than 110% of the Market Value on the Grant Date; and


(B)    The
Incentive Option shall expire not more than five years after the Grant Date.


(c)    Price. Subject to the conditions on certain Incentive Options in Section 7(b), the Option Price per Share
payable upon the exercise of each Incentive Option shall be not less than 100% of the Market Value on the Grant Date. The Option Price per Share of
stock payable upon exercise of each Nonqualified Option shall be determined by the Committee, provided that the Option Price shall not be less than
100% of the Market Value on the Grant Date.


(d)    Limitation on Number of Shares to be Granted to Each Optionee. Each Option Agreement shall specify the
number of Shares to which it pertains. No Optionee may receive, during any three calendar year period, Options to purchase more than 7,200,000 Shares.
If any Option granted to an employee is canceled, the canceled Option continues to be counted against the maximum number of Shares for which Options
may be granted to that employee under the Plan. If, after grant of an Option to an employee, the Option Price is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option, and in such case both the Option that is deemed to be canceled and the Option
that is deemed to be granted reduce the maximum number of Shares for which Options may be granted to that employee under the Plan. The preceding two
sentences apply only to calculating the maximum number of Shares available to an Optionee during any three calendar year periods, and shall not apply
to or affect the manner of counting Shares pursuant to Section 4(b).


(e)    Exercise
of Options. Subject to the terms and conditions set forth in the Option Agreement, each Option shall be exercisable for the full amount or for any
part thereof and at such intervals or in such installments as the Committee may determine at the time it grants the Option; provided, however, that no
Option shall be exercisable with respect to any Shares later than ten years after the Grant Date.


8.    Formula
Plan; Options for Directors. At the first Board meeting following the first election to the Board of a person who was not, within twelve months
preceding election, either an officer or employee of the Company or any Subsidiary, such person shall be granted a Director Option to purchase such
number of Shares that, on the Grant Date, has a value under the Black-Scholes method of $80,000



91












(using the methodology used by the
Company in determining the value of Options granted to employees). On the first business day in November in each year, each director who is not an
employee of the Company and its Subsidiaries shall receive a Director Option to purchase such number of Shares that, on the Grant Date, has a value
under the Black-Scholes method of $80,000 (using the methodology used by the Company in determining the value of Options granted to employees). In the
event that on any Grant Date there is not a sufficient number of Shares available to implement fully the preceding sentences, then each such director
shall receive a pro rata portion of the Director Option contemplated by the preceding sentences. The Option Price for each Director Option shall be the
Market Value on the Grant Date or, in the event there is no Market Value available on the Grant Date, on the date next following the Grant Date for
which a Market Value is available. Each Director Option shall become exercisable immediately on the Grant Date. No Director Option shall be exercisable
later than ten years after the Grant Date. It is intended that each Director Option automatically granted pursuant to this Section 8 shall be made
pursuant to a formula plan as defined in Release No. 34-37260 of the Securities and Exchange Commission (adopting restated Rule
16b-3).


9.    Terms and
Conditions Applicable to All Options.


(a)    Non-Transferability. Except as otherwise expressly provided in an Option Agreement, no Option shall be
transferable by the Optionee, other than by will or the laws of descent and distribution, and each Option shall be exercisable, during the
Optionee’s lifetime, only by him or her (i.e. if the Option is exercised during the Optionee’s lifetime, it shall only be exercisable by the
Optionee).


(b)    Notice of
Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company’s Treasurer or any other officer of
the Company designated by the Committee to accept such notices on its behalf, specifying the number of Shares for which it is exercised. If the Shares
are not at that time effectively registered under the Securities Act of 1933, as amended, the Optionee shall include with such notice a letter, in form
and substance satisfactory to the Company, confirming that the Shares are being purchased for the Optionee’s own account for investment and not
with a view to distribution. Payment shall be made in full at the time the Option is exercised. Payment shall be made by (i) cash or check, (ii)
delivery and assignment to the Company of Shares having been owned by the Optionee for such period as the Company’s Treasurer may determine and
having a Market Value as of the date of exercise equal to the exercise price, (iii) if approved by the Committee, delivery of the Optionee’s
promissory note for the exercise price, or (iv) any combination of (i), (ii) or (iii) above.


(c)    No Rights
to Options; No Stockholder Rights. No employee shall have any claim to be granted an Option under the Plan, and there is no obligation for
uniformity of treatment of employees. No Option shall confer upon the Optionee any rights as a stockholder or any claim to dividends paid with respect
to any Shares to which the Option relates unless and until such Shares are duly issued to him or her in accordance with the terms of the
Option.


(d)    Cancellation and Rescission of Options. The Committee may provide in any Option Agreement that, in the event
an Optionee violates a term of the Option Agreement or other agreement with or policy of the Company or a Subsidiary, takes or omits to take actions
that are deemed to be in competition with the Company or its Subsidiaries, an unauthorized solicitation of customers, suppliers, or employees of the
Company or its Subsidiaries, or an unauthorized disclosure or misuse of proprietary or confidential information of the Company or its Subsidiaries, or
takes or omits to take any other action as may be specified in the Option Agreement, the Optionee shall be subject to forfeiture of such Option or
portion, if any, of the Option as may then remain outstanding and also to forfeiture of any amounts of cash, Shares or other property received by the
Optionee upon exercise or settlement of such Option or in connection with such Option during such period (as the Committee may provide in the Option
Agreement) prior to the occurrence which gives rise to the forfeiture.



92











(e)    Options
to Optionees Outside the United States. The Committee may modify the terms of any Option under the Plan granted to an Optionee who is, at the time
of grant or during the term of the Option, resident or primarily employed outside of the United States in any manner deemed by the Committee to be
necessary or appropriate in order that such Option shall conform to laws, regulations, and customs of the country in which the Optionee is then
resident or primarily employed, or so that the value and other benefits of the Option to the Optionee, as affected by foreign tax laws and other
restrictions applicable as a result of the Optionee’s residence or employment abroad, shall be comparable to the value of such an Option to an
Optionee who is resident or primarily employed in the United States. An Option may be modified under this Section 9(f) in a manner that is inconsistent
with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation.


10.    Termination of Options. Each Option shall terminate and may no longer be exercised if the Optionee ceases to
perform services for the Company or a Subsidiary, in accordance with the following provisions:


(i)    if the
Optionee’s services shall have been terminated by resignation or other voluntary action, or if such services shall have been terminated
involuntarily for cause, all of the Optionee’s Options shall terminate and may no longer be exercised;


(ii)    if the
Optionee’s services shall have been terminated for any reason other than cause, resignation or other voluntary action before his or her
eligibility to retire, and before his or her disability or death, he or she may at any time within a period of fifteen (15) months after such
termination of service exercise his or her Options to the extent that the Options were exercisable on the date of termination of
service;


(iii)    if the
Optionee’s service shall have been terminated because of disability within the meaning of Section 22(e)(3) of the Code, he or she may at any time
within a period of fifteen (15) months after such termination of service exercise his or her Options to the extent that such Options were exercisable
on the date of termination of service; and


(iv)    if the
Optionee dies at a time when he or she might have exercised an Option, then his or her estate, personal representative or beneficiary to whom it has
been transferred pursuant to Section 9(a) hereof may at any time within a period of fifteen (15) months after the Optionee’s death exercise the
Option to the extent the Optionee might have exercised it at the time of death;


provided, however, that the Committee may, at its sole
discretion, provide specifically in an Option Agreement for such other period of time (shorter or longer than as set forth above) during which an
Optionee may exercise an Option after termination of the Optionee’s services as the Committee may approve, subject to the overriding limitation
that no Option may be exercised to any extent by anyone after the date of expiration of the Option.


11.    Withholding Taxes; Delivery of Shares. The Company’s obligation to deliver Shares upon exercise of an
Option shall be subject to the Optionee’s satisfaction of all applicable federal, state and local income and employment tax withholding
obligations. The Optionee may satisfy the obligations by electing (a) to make a cash payment to the Company, or (b) to have the Company withhold Shares
with a value equal to the amount required to be withheld, or (c) to deliver to the Company Shares having been owned by the Optionee for such period as
the Company’s Treasurer may determine and having a value equal to the amount required to be withheld. The value of Shares to be withheld or
delivered shall be based on the Market Value on the date the amount of tax to be withheld is to be determined. The Optionee’s election to have
Shares withheld for this purpose will be subject to the following restrictions: (1) the election must be made prior to the date the amount of tax is to
be determined, (2) the election must be irrevocable, and (3) the election will be subject to the disapproval of the Committee.



93











12.    Termination or Amendment of Plan. The Board may at any time terminate the Plan or make such changes in or
additions to the Plan as it deems advisable without further action on the part of the shareholders of the Company, provided:


(a)    that no such
termination or amendment shall adversely affect or impair any then outstanding Option without the consent of the Optionee holding that Option;
and


(b)    that any
such amendment which: (i) increases the maximum number of Shares subject to this Plan, or (ii) changes the class of persons eligible to participate in
this Plan, or (iii) materially increases the benefits accruing to participants under this Plan, shall be subject to approval by the voting stockholders
of the Company within one year from the effective date of such amendment and shall be null and void if such approval is not obtained.


13.    Change of
Control—Automatic Vesting of Options. Notwithstanding anything to the contrary herein, the Board or the Committee shall include in the Option
Agreement for each unvested Option granted under this Plan the following provision, and such inclusion may be effected by incorporating this provision
by reference to this Section 13:


This Option shall be immediately
exercisable and the Optionee shall become eligible to purchase any and all shares covered by each Option at any time or from time to time after the
occurrence of a Change of Control of the Company. A “Change of Control” shall mean:


(a)    The
acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding non-voting common stock of the Company (the “Non-Voting
Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Company Voting Securities”); provided, that any acquisition by (x) the Company or any of its subsidiaries, or any
employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (y) any Person that is eligible, pursuant
to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Company Voting Securities,
whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect
to beneficial ownership of 25% or more of the Company Voting Securities, shall not constitute a Change of Control; and provided, further, that
the provisions of this subsection (a) shall apply whether or not the Company Voting Securities or the Non-Voting Stock is registered or required to be
registered under the Exchange Act; or


(b)    Individuals
who, as of the date hereof, constitute the Company’s Board of Directors (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, that any individual becoming a director of the Company (“Director”) subsequent to the date of
the Option whose election or nomination for election by the Company’s shareholders was approved by at least a majority of the Directors then
comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the
Directors of the Company (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act); or


(c)    Approval by
the shareholders of the Company of a reorganization, merger or consolidation (a “Business Combination”), in each case with respect to which
all or substantially all of the individuals and entities who were the respective beneficial owners of the Non-Voting Stock and of the Company Voting
Securities immediately prior to such Business Combination will not, following such Business Combination, beneficially own, directly or indirectly, more
than 60% of, respectively, the then



94












outstanding non-voting stock and
the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other
entity resulting from the Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination
of the Non-Voting Stock and Company Voting Securities, as the case may be; or


(d)    Approval by
the shareholders of the Company of (i) a complete liquidation or dissolution of the Company, or (ii) a sale or other disposition of all or
substantially all of the assets of the Company, or (iii) a sale or disposition of Eaton Vance Management (or any successor thereto) or of all or
substantially all of the assets of Eaton Vance Management (or any successor thereto), or (iv) an assignment by any direct or indirect investment
adviser subsidiary of the Company of investment advisory agreements pertaining to more than 50% of the aggregate assets under management of all such
subsidiaries of the Company, in the case of (ii), (iii) or (iv) other than to a corporation or other entity with respect to which, following such sale
or disposition or assignment, more than 60% of, respectively, the outstanding non-voting stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners of the Non-Voting Stock and Company Voting Securities immediately prior to such
sale, disposition or assignment in substantially the same proportion as their ownership of the Non-Voting Stock and Company Voting Securities, as the
case may be, immediately prior to such sale, disposition or assignment.


Notwithstanding the foregoing, the
following events shall not cause, or be deemed to cause, and shall not constitute, or be deemed to constitute, a Change of Control:


(1)    The
acquisition, holding or disposition of Company Voting Securities deposited under the Voting Trust Agreement dated as of October 30, 1997, as amended,
or of the voting trust receipts issued therefor, or any change in the persons who are voting trustees thereunder, or the acquisition, holding or
disposition of Company Voting Securities deposited under any subsequent replacement voting trust agreement or of the voting trust receipts issued
therefor, or any change in the persons who are voting trustees under any such subsequent replacement voting trust agreement; provided, that any such
acquisition, disposition or change shall have resulted solely by reason of the death, incapacity, retirement, resignation, election or replacement of
one or more voting trustees.


(2)    Any
termination or expiration of a voting trust agreement under which Company Voting Securities have been deposited or the withdrawal therefrom of any
Company Voting Securities deposited thereunder, if all Company Voting Securities and/or the voting trust receipts issued therefor continue to be held
thereafter by the same persons in the same amounts, or if contemporaneously there shall be a Business Combination or change in the capitalization of
the Company as described in clause (3) below.


(3)    A Business
Combination or change in the capitalization of the Company pursuant to which the holders of the Non-Voting Stock of the Company become holders of
voting securities of the Company or of the corporation or other entity resulting from such Business Combination, in substantially the same proportion
as their ownership of Non-Voting Stock immediately prior to such Business Combination or change in capitalization.


14.    General
Provisions.


(a)    Compliance with Legal and Exchange Requirements. The Plan, the granting and exercising of Options
thereunder, and the other obligations of the Company under the Plan and any Option Agreement, shall be subject to all applicable federal and state
laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may
postpone the issuance or delivery of Shares under any Option until completion of such stock exchange listing or registration or qualification of such
Shares or other required action under any



95












state, federal or foreign law, rule
or regulation as the Company may consider appropriate, and may require any Optionee to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations.


(b)    Compliance with Section 162(m) and Rule 16b-3. If any provision of the Plan or any Option Agreement relating
to a “covered employee” or a person subject to Section 16 of the Exchange Act does not comply or is inconsistent with the requirements of
Code Section 162(m) or regulations thereunder or Rule 16b-3, such provision shall be construed or deemed amended to the extent necessary to conform to
such requirements.


(c)    No Right
to Continued Employment. Neither the Plan nor any action taken thereunder shall be construed as giving any employee the right to be retained in the
employ of the Company or any of its Subsidiaries, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries to
terminate any employee’s employment at any time.


(d)    Taxes. The Company or any Subsidiary is authorized to withhold from any payment relating to an Option under
the Plan, or any distribution of Shares, or any payroll or other payment to an Optionee, amounts of withholding and other taxes due in connection with
any transaction involving an Option, and to take such other action as the Committee may deem advisable to enable the Company and Optionees to satisfy
obligations for the payment of withholding taxes and other tax obligations relating to any Option or exercise thereof. This authority shall include
authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of an Optionee’s tax
obligations.


(e)    Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the voting
stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including the granting of stock options and other awards otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.


(f)    Governing
Law. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Option Agreement shall be
determined in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts of laws, and applicable
federal law.



96