exv10w5






Exhibit 10.5




PROGRESS SOFTWARE CORPORATION




2002 NONQUALIFIED STOCK PLAN




(Reflecting amendments thru October 15, 2008)




SECTION 1. General Purpose of the Plan; Definitions




     The name of the plan is the Progress Software Corporation 2002 Nonqualified Stock Plan (the
“Plan”). The purpose of the Plan is to encourage and enable employees of Progress Software
Corporation, a Massachusetts corporation (the “Company”), and its Subsidiaries to acquire a
proprietary interest in the Company. It is anticipated that providing employees with a direct
stake in the Company’s welfare will assure a closer identification of their interests with those of
the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and
strengthening their desire to remain with the Company. The Company intends that this purpose will
be effected by the granting of Awards (as defined below) under the Plan.



     The following terms shall be defined as set forth below:



     “Affiliate” means any company in an “affiliated group,” as such term is defined in Section
1504(a) of the Code, which includes the Company.



     “Award” or “Awards,” except where referring to a particular category of grant under the Plan,
shall include Non-Statutory Stock Options, Restricted Stock Awards, Unrestricted Stock Awards and
Performance Share Awards.



     “Board” means the Board of Directors of the Company.



     “Cause” means (i) any material breach by the participant of any agreement to which the
participant and the Company are both parties, (ii) any act or omission to act by the participant
which may have a material and adverse effect on the Company’s business or on the participant’s
ability to perform services for the Company, including, without limitation, the commission of any
crime (other than ordinary traffic violations), or (iii) any material misconduct or material
neglect of duties by the participant in connection with the business or affairs of the Company or
any affiliate of the Company.



     “Change of Control” shall have the meaning set forth in Section 15.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor code, and
related rules, regulations and interpretations.



     “Committee” shall mean the Board or, if appointed by the Board, a committee of not less than
two (2) directors. It is the intention of the Company that the Plan shall be administered by
“non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, but the authority and validity of any act taken or not taken by the



 









 




Committee shall not be affected if any director administering the Plan is not a non-employee
director.




     “Disability” means disability as set forth in Section 22(e)(3) of the Code.



     “Effective Date” means the date on which the Plan is adopted by the Board as set forth in
Section 17.



     “Eligible Person” shall have the meaning set forth in Section 4.



     “Fair Market Value” on any given date means the closing price per share of the Stock on such
date as reported by a nationally recognized stock exchange, or, if the Stock is not listed on such
an exchange, as reported by the Nasdaq Stock Market, or, if the Stock is not quoted by the Nasdaq
Stock Market, the fair market value of the Stock as determined by the Committee.



     “Non-Statutory Stock Option” means any stock option that is not an incentive stock option as
defined in Section 422 of the Code.



     “Normal Retirement” means retirement from active employment with the Company and its
Subsidiaries in accordance with the retirement policies of the Company and its Subsidiaries then in
effect.



     “Officer” means an officer as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934,
as amended.



     “Performance Share Award” means an Award granted pursuant to Section 8.



     “Restricted Stock” shall have the meaning set forth in Section 6.



     “Restricted Stock Award” means an Award granted pursuant to Section 6.



     “Stock” means the common stock, $0.01 par value per share, of the Company, subject to
adjustments pursuant to Section 3.



     “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.



     “Subsidiary” means a subsidiary as defined in Section 424 of the Code.



     “Unrestricted Stock Award” means an award granted pursuant to Section 7.




			
	SECTION 2.	 	Administration of Plan; Committee Authority to Select Participants and Determine Awards





     (a) Committee. The Plan shall be administered by the Committee. The Committee shall select
one of its members as its chairman and shall hold its meetings at such times and places as it shall
deem advisable. A majority of its members shall constitute a quorum, and all actions of the
Committee shall require the affirmative vote of a majority of its members. Any action may be taken
by a written instrument signed by all of the members, and any action so



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taken shall be as fully effective as if it had been taken by a vote of a majority of the members at
a meeting duly called and held. Except as specifically reserved to the Board under the terms of
the Plan, the Committee shall have full and final authority to operate, manage and administer the
Plan on behalf of the Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof.




     (b) Powers of Committee. The Committee shall have the power and authority to grant and modify
Awards consistent with the terms of the Plan, including the power and authority:




     (i) to select the persons to whom Awards may from time to time be granted;




     (ii) to determine the time or times of grant, and the extent, if any, of Non-Statutory
Stock Options, Restricted Stock, Unrestricted Stock and Performance Shares, or any combination
of the foregoing, granted to any one or more participants;




     (iii) to determine the number of shares to be covered by any Award;




     (iv) to determine and modify the terms and conditions, including restrictions, not
inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ
among individual Awards and participants, and to approve the form of written instruments
evidencing the Awards; provided, however, that no such action shall adversely affect rights
under any outstanding Award without the participant’s consent;




     (v) to accelerate the exercisability or vesting of all or any portion of any Award;




     (vi) subject to the provisions of Section 5(b), to extend the period in which any
outstanding Stock Option may be exercised;




     (vii) to determine whether, to what extent, and under what circumstances Stock and other
amounts payable with respect to an Award shall be deferred either automatically or at the
election of the participant and whether and to what extent the Company shall pay or credit
amounts equal to interest (at rates determined by the Committee) or dividends or deemed
dividends on such deferrals;




     (viii) to delegate to other persons the responsibility for performing ministerial actions
in furtherance of the Plan’s purpose; and




     (ix) to adopt, alter and repeal such rules, guidelines and practices for administration
of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the
terms and provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan; to decide all
disputes arising in connection with the Plan; and to otherwise supervise the administration of
the Plan.



     All decisions and interpretations of the Committee shall be binding on all persons, including
the Company and Plan participants.



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SECTION 3. Shares Issuable under the Plan; Mergers; Substitution




     (a) Shares Issuable. The maximum number of shares of Stock with respect to which Awards may
be granted under the Plan, subject to adjustment upon changes in capitalization of the Company as
provided in this Section 3, shall be six million five hundred thousand (6,500,000) shares of Stock.
For purposes of this limitation, if any shares of Stock covered by an Award granted under the
Plan, or to which such an Award relates, are repurchased or forfeited, or if an Award has expired,
terminated or been canceled for any reason whatsoever (other than by reason of exercise or
vesting), then such shares of Stock or the shares of Stock covered by such Award, as the case may
be, shall be added back to the shares of Stock with respect to which Awards may be granted under
the Plan. Subject to such overall limitation, any type or types of Award may be granted with
respect to shares of Stock. Shares of Stock issued under the Plan may be authorized but unissued
shares or shares reacquired by the Company.



     (b) Stock Dividends, Mergers, etc. In the event that the Company effects a stock dividend,
stock split or similar change in capitalization affecting the Stock, the Committee shall make
appropriate adjustments in (i) the number and kind of shares of stock or securities with respect to
which Awards may thereafter be granted (including without limitation the limitations set forth in
Section 3(a) above), (ii) the number and kind of shares remaining subject to outstanding Awards,
and (iii) the option or purchase price in respect of such shares. In the event of the merger,
consolidation, dissolution or liquidation of the Company, the Committee in its sole discretion may,
as to any outstanding Awards, make such substitution or adjustment in the aggregate number of
shares reserved for issuance under the Plan and in the number and purchase price (if any) of shares
subject to such Awards as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate such Awards upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of any Award, shall
require payment or other consideration which the Committee deems equitable in the circumstances).



     (c) Substitute Awards. The Committee may grant Awards under the Plan by assumption of or in
substitution for stock and stock-based awards granted or issued by another company to its
directors, officers, employees, consultants and other service providers if such persons become
Eligible Persons in connection with an acquisition of that company or any division thereof by the
Company, whether by merger, consolidation, purchase of stock, purchase of assets or otherwise. The
Committee may direct that the substitute awards be granted on such terms and conditions as the
Committee considers appropriate in the circumstances. Shares which may be delivered under such
substitute awards may be in addition to the maximum number of shares provided for in Section 3(a).



SECTION 4. Eligibility




     Awards may be granted to employees of the Company or its Subsidiaries, and to consultants or
other persons who render services to the Company, regardless of whether they are also employees
(“Eligible Persons”), provided, however, that members of the Board and Officers are not eligible to
receive Awards under the Plan.



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SECTION 5. Stock Options




     The Committee may grant Stock Options to Eligible Persons pursuant to the Plan. Any Stock
Option granted under the Plan shall be in writing and in such form as the Committee may from time
to time approve. Stock Options granted under the Plan shall be Non-Statutory Stock Options.



     The Committee in its discretion may determine the effective date of Stock Options. Stock
Options granted pursuant to this Section 5 shall be subject to the following terms and conditions
and the terms and conditions of Section 9 and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem desirable:



     (a) Exercise Price. The exercise price per share for the Stock covered by a Stock Option
granted pursuant to this Section 5 shall be determined by the Committee at the time of grant;
provided, however, that the exercise price shall not be less than Fair Market Value on the date of
grant.



     (b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock
Option shall be exercisable more than ten (10) years after the date the Stock Option is granted.



     (c) Exercisability; Rights of a Stockholder. Stock Options shall become vested and
exercisable at such time or times, whether or not in installments, and upon such conditions, as
shall be determined by the Committee at or after the grant date. The Committee may at any time
accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have
the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not
as to unexercised Stock Options.



     (d) Method of Exercise. Stock Options may be exercised in whole or in part, by delivering
written notice of exercise to the Company, specifying the number of shares to be purchased.
Payment of the purchase price may be made by one or more of the following methods:




     (i) in cash, by certified or bank check or other instrument acceptable to the
Committee;




     (ii) with the consent of the Committee, in the form of shares of Stock owned by the
optionee for a period of at least six (6) months and not then subject to restrictions. Such
surrendered shares shall be valued at Fair Market Value on the exercise date;




     (iii) with the consent of the Committee, by the optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company to pay
the purchase price; provided that in the event the optionee chooses to pay the purchase
price as so provided, the optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure. The Company need



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not act upon such exercise notice until the Company receives full payment of the exercise
price; or




     (iv) by any other means (including, without limitation, by delivery of a promissory
note of the optionee payable on such terms as are specified by the Committee; provided,
however, that the interest rate borne by such note shall not be less than the lowest
applicable federal rate, as defined in Section 1247(d) of the Code) which the Committee
determines are consistent with the purpose of the Plan and with applicable laws and
regulations.



     The delivery of certificates representing shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting
in his stead in accordance with the provisions of the Stock Option) by the Company of the full
purchase price for such shares and the fulfillment of any other requirements contained in the Stock
Option or imposed by applicable laws and regulations, as determined by the Committee in its sole
discretion.



     (e) Transferability of Options. No Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be
exercisable, during the optionee’s lifetime, only by the optionee or his or her legal
representative; provided, however, that the Committee may, in the manner established by the
Committee, permit the transfer, without payment of consideration, of a Non-Statutory Stock Option
by an optionee to a member of the optionee’s immediate family or to a trust or partnership whose
beneficiaries are members of the optionee’s immediate family; and such transferee shall remain
subject to all the terms and conditions applicable to the option prior to the transfer. For
purposes of this provision, an optionee’s “immediate family” shall mean the holder’s spouse,
children and grandchildren.



     (f) Form of Settlement. Shares of Stock issued upon exercise of a Stock Option shall be free
of all restrictions under the Plan, except as otherwise provided in this Plan or in the terms of
such Stock Option.



SECTION 6. Restricted Stock Awards




     (a) Nature of Restricted Stock Award. The Committee in its discretion may grant Restricted
Stock Awards to any Eligible Person, entitling the recipient to acquire, for a purchase price
determined by the Committee (but not less than Fair Market Value on the date of grant), shares of
Stock subject to such restrictions and conditions as the Committee may determine at the time of
grant (“Restricted Stock”), including continued employment and/or achievement of pre-established
performance goals and objectives.



     (b) Acceptance of Award. A participant who is granted a Restricted Stock Award shall have no
rights with respect to such Award unless the participant shall have accepted the Award within ten
(10) days (or such shorter date as the Committee may specify) following the delivery of written
notice to the participant of the Award by making payment to the Company of the specified purchase
price of the shares covered by the Award and by executing and delivering



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to the Company a written instrument that sets forth the terms and conditions applicable to the
Restricted Stock in such form as the Committee shall determine.



     (c) Rights as a Stockholder. Upon complying with Section 6(b) above, a participant shall have
all the rights of a stockholder with respect to the Restricted Stock, including voting and dividend
rights, subject to non-transferability restrictions and Company repurchase rights described in this
Section 6 and subject to such other conditions contained in the written instrument evidencing the
Restricted Stock Award. Unless the Committee shall otherwise determine, certificates evidencing
shares of Restricted Stock shall remain in the possession of the Company until such shares are
vested as provided in Section 6(e) below.



     (d) Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of except as specifically provided herein. In the event of
termination of employment with or services to the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement, and voluntary termination by the participant), the
Company shall have the right, at the discretion of the Committee, to repurchase shares of
Restricted Stock with respect to which conditions have not lapsed at their purchase price from the
participant or the participant’s legal representative. The Company must exercise such right of
repurchase within sixty (60) days following such termination of employment (unless otherwise
specified in the written instrument evidencing the Restricted Stock Award).



     (e) Vesting of Restricted Stock. The Committee at the time of grant shall specify the date or
dates and/or the attainment of pre-established performance goals, objectives and other conditions
on which the non-transferability of the Restricted Stock and the Company’s right of repurchase
shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established
performance goals, objectives and other conditions, the shares on which all restrictions have
lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Subject to Section 12,
the Committee at any time may accelerate such date or dates and otherwise waive or amend any
conditions of the Award.



     (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencing the
Restricted Stock Award may require or permit the immediate payment, waiver, deferral or investment
of dividends paid on the Restricted Stock.



SECTION 7. Unrestricted Stock Awards




     (a) Grant or Sale of Unrestricted Stock. The Committee in its discretion may grant or sell to
any Eligible Person shares of Stock free of any restrictions under the Plan (“Unrestricted Stock”)
at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or
sold as described in the preceding sentence in respect of past services or other valid
consideration.



     (b) Restrictions on Transfers. The right to receive Unrestricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent
and distribution.



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SECTION 8. Performance Share Awards




     A Performance Share Award is an award entitling the recipient to acquire shares of Stock upon
the attainment of specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under the Plan. Performance
Share Awards may be granted under the Plan to any Eligible Person. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the performance goals
applicable under each such Award, the periods during which performance is to be measured, the
conditions under which such Award shall terminate, and all other limitations and conditions
applicable to the awarded Performance Shares.



SECTION 9. Termination of Stock Options1




     (a) Standard Termination Provisions. Stock Options shall terminate and no portion
will be exercisable on the earliest to occur of the following:




     (i) Expiration Date. The expiration date of such Stock Option as specified in
the option grant certificate.




     (ii) Termination by Death. If the participant ceases to be an employee of the
Company or its Subsidiaries on account of death, 24 months from the employment termination
date, or 10 days after the end of the blackout period in effect during such post-termination
period, if later, if such participant’s estate or beneficiary is subject to such blackout.




     (iii) Termination by Reason of Disability. If the participant ceases to be an
employee of the Company or a Subsidiary on account of Disability, 12 months from the
employment termination date, or 10 days after the end of the blackout period in effect
during such post-termination period, if later, if such participant is subject to such
blackout.




     (iv) Termination for Cause. If the participant’s employment with the Company
or a Subsidiary is terminated for Cause, the employment termination date.




     (v) Other Termination. If the participant’s employment is terminated in all
other circumstances, 90 days after the employment termination date or 10 days after the end
of the blackout period in effect during such post-termination period, if later, if such
participant is subject to such blackout.



     (b) Post-Termination Exercise Period. During the post-termination exercise period,
the participant may exercise only the portion of Stock Options exercisable on the employment
termination date, and the portion of Stock Options that is not exercisable on the employment
termination date shall be automatically forfeited on the employment termination date. If the
participant’s employment terminates on account of death or Disability, Stock Options shall become
immediately and fully vested and exercisable.





 




			
	1	 	Amended October 2008




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     (c) Committee Discretion. Notwithstanding the foregoing, the Committee may grant
Stock Options under the Plan which contain such terms and conditions with respect to termination as
the Committee, in its discretion, may from time to time determine.



SECTION 10. Tax Withholding




     (a) Payment by Participant. Each participant shall, no later than the date as of which the
value of an Award or of any Stock or other amounts received thereunder first becomes includable in
the gross income of the participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any Federal, state, local or
other taxes of any kind required by law to be withheld with respect to such income. The Company
and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.



     (b) Payment in Shares. A participant may elect, with the consent of the Committee, to have
such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Stock to be issued pursuant to an Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring to the Company
shares of Stock owned by the participant for a period of at least six (6) months and with an
aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award.



SECTION 11. Transfer, Leave of Absence, Etc.




     For purposes of the Plan, a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another, shall not be deemed a
termination of employment. Whether authorized leave of absence, or absence on military or
government service, shall constitute termination of the employment relationship between the Company
and the participant shall be determined by the Committee at the time thereof.



SECTION 12. Amendments and Termination




     The Board may at any time amend or discontinue the Plan in any manner allowed by law and the
Committee may at any time, subject to Section 2, amend or cancel any outstanding Award (or provide
substitute Awards) for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award without the holder’s
consent.



SECTION 13. Status of Plan




     With respect to the portion of any Award that has not been exercised, a participant shall have
no rights greater than those of a general creditor of the Company unless the Committee shall
otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the Company’s
obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the
existence of such trusts or other arrangements is consistent with the provision of the foregoing
sentence.



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SECTION 14. Lockup Agreement




     The acceptance of any Award under this Plan by the participant or any subsequent holder shall
constitute the agreement of such person that, upon the request of the Company or the underwriters
managing any underwritten offering of the Company’s securities, such person will not, for a period
of time (not to exceed one hundred eighty (180) days) following the effective date of any
registration statement filed by the Company under the Securities Act of 1933, as amended, sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
shares of Stock received pursuant to such Award, without the prior written consent of the Company
or such underwriters, as the case may be, and that such person will execute and deliver to the
Company or such underwriters a written agreement to that effect, in such form as the Company or
such underwriters shall designate.



SECTION 15. Change in Control




     (a) Upon the occurrence of a Change of Control as defined in this Section 15:




     (i) subject to the provisions of clause (iii) below, after the effective date of such
Change of Control, each holder of an outstanding Stock Option, Conditional Stock Award,
Performance Share Award or Stock Appreciation Right shall be entitled, upon exercise of such
Award, to receive, in lieu of shares of Stock (or consideration based upon the Fair Market
Value of Stock), shares of such stock or other securities, cash or property (or
consideration based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;




     (ii) the Committee may accelerate the time for exercise of, and waive all conditions
and restrictions on, each unexercised and unexpired Stock Option, Conditional Stock Award,
Performance Share Award and Stock Appreciation Right, effective upon a date prior or
subsequent to the effective date of such Change of Control, specified by the Committee; or




     (iii) each outstanding Stock Option, Conditional Stock Award, Performance Share Award
and Stock Appreciation Right may be cancelled by the Committee as of the effective date of
any such Change of Control provided that (x) notice of such cancellation shall be given to
each holder of such an Award and (y) each holder of such an Award shall have the right to
exercise such Award to the extent that the same is then exercisable or, if the Committee
shall have accelerated the time for exercise of all such unexercised and unexpired Awards,
in full during the 30-day period preceding the effective date of such Change of Control.



     (b) “Change of Control” shall mean the occurrence of any one of the following events:




     (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Act)
becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the
Act) (other than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned, directly or



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indirectly, by the shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company), directly or indirectly, of securities of the
Company representing thirty-five percent (35%) or more of the combined voting power of the
Company’s then outstanding securities; or




     (ii) persons who, as of January 1, 1997, constituted the Company’s Board (the
“Incumbent Board”) cease for any reason, including without limitation as a result of a
tender offer, proxy contest, merger or similar transaction, to constitute at least a
majority of the Board, provided that any person becoming a director of the Company
subsequent to January 1, 1997 whose election was approved by, or who was nominated with the
approval of, at least a majority of the directors then comprising the Incumbent Board shall,
for purposes of this Plan, be considered a member of the Incumbent Board; or




     (iii) the shareholders of the Company approve a merger or consolidation of the Company
with any other corporation or other entity, other than (a) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 65% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after such merger
or consolidation or (b) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no “person” (as hereinabove defined)
acquires more than 50% of the combined voting power of the Company’s then outstanding
securities; or




     (iv) the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets.



SECTION 16. General Provisions




     (a) No Distribution; Compliance with Legal Requirements. The Committee may require each
person acquiring shares pursuant to an Award to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution thereof, in such form as
the Committee shall in its sole discretion deem advisable.



     No shares of Stock shall be issued pursuant to an Award until, in the opinion of the
Committee, all applicable securities laws and other legal and stock exchange requirements have been
satisfied. The Committee may require the placing of such stop orders and restrictive legends on
certificates for Stock and Awards as it deems appropriate.



     (b) Delivery of Stock Certificates. Delivery of stock certificates to participants under this
Plan shall be deemed effected for all purposes when the Company or a stock transfer agent of the
Company shall have delivered such certificates in the United States mail, addressed to the
participant, at the participant’s last known address on file with the Company.



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     (c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, subject to stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued employment with the
Company or any Subsidiary.



SECTION 17. Effective Date of Plan




     The Plan shall become effective upon its adoption by the Board.



SECTION 18. Governing Law




     This Plan and each Award under the Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of the Commonwealth of Massachusetts without regard to its
principles of conflicts of laws.




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