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                                                                    EXHIBIT 10.4

                              KVH INDUSTRIES, INC.

                              AMENDED AND RESTATED
                        1996 EMPLOYEE STOCK PURCHASE PLAN
          (AS AMENDED FEBRUARY 6, 1996, MAY 26, 1999 AND MAY 23, 2001)

      1. PURPOSE.

            The KVH Industries, Inc. Amended and Restated 1996 Employee Stock
Purchase Plan (the "Plan") is intended to provide a method whereby employees of
KVH Industries, Inc. (the "Company") will have an opportunity to acquire an
ownership interest (or increase an existing ownership interest) in the Company
through the purchase of shares of the Common Stock of the Company. It is the
intention of the Company that the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"). The provisions of the Plan shall, accordingly, be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.

      2. DEFINITIONS.

            (a) "Board" means the Board of Directors of the Company.

            (b) "Code" shall have the meaning set forth in Paragraph 1.

            (c) "Committee" means the Compensation Committee of the Board.

            (d) "Common Stock" means the common stock, $.01 par value per share,
of the Company.

            (e) "Company" shall also include any subsidiary of KVH Industries,
Inc. designated as a participant in the Plan by the Board, unless the context
otherwise requires.

            (f) "Compensation" means, for the purpose of any Offering pursuant
to this Plan, base pay in effect as of the Offering Commencement Date (as
hereinafter defined). Compensation shall not include any deferred compensation
other than contributions by an individual through a salary reduction agreement
to a cash or deferred plan pursuant to Section 401(k) of the Code or to a
cafeteria plan pursuant to Section 125 of the Code.

            (g) "Employee" means any person who is customarily employed at least
20 hours per week and more than five months in a calendar year by (i) the
Company or (ii) any subsidiary corporation.

            (h) "Investment Accounts" shall have the meaning set forth in
Paragraph 9.

            (i) "Offering" shall have the meaning set forth in Paragraph 4.

            (j) "Offering Commencement Date" shall have the meaning set forth in
Paragraph 4.
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            (k) "Offering Termination Date" shall have the meaning set forth in
Paragraph 4.

            (l) "Plan" shall have the meaning set forth in Paragraph 1.

            (m) "Subsidiary corporation" shall mean any present or future
corporation which is or would constitute a "subsidiary corporation" as that term
is defined in Section 425 of the Code.

      3. ELIGIBILITY.

            (a) Participation in the Plan is completely voluntary. Participation
in any one or more of the offerings under the Plan shall neither limit, nor
require, participation in any other offering.

            (b) Each employee of the Company shall be eligible to participate in
the Plan on the first Offering Commencement Date, as hereafter defined,
following the completion of twelve months of continuous service with the Company
and/or its subsidiary corporations. Notwithstanding the foregoing, no employee
shall be granted an option under the Plan:

                  (i) if, immediately after the grant, such employee would own
stock, and/or hold outstanding options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company or any subsidiary corporation; for purposes of this Paragraph the rules
of Section 425(d) of the Code shall apply in determining stock ownership of any
employee; or

                  (ii) which permits his rights to purchase stock under all
Section 423 employee stock purchase plans of the Company and its subsidiary
corporations to exceed $25,000 of the fair market value of the stock (determined
at the time such option is granted) for each calendar year in which such option
is outstanding; for purposes of this Paragraph, the rules of Section 423(b)(8)
of the Code shall apply.

      4. OFFERING DATES.

            The right to purchase stock hereunder shall be made available by a
series of six-month offerings (the "Offering" or "Offerings") to employees
eligible in accordance with Paragraph 3 hereof. The Committee will, in its
discretion, determine the applicable date of commencement ("Offering
Commencement Date") and termination date ("Offering Termination Date") for each
Offering. Participation in any one or more of the Offerings under the Plan shall
neither limit, nor require, participation in any other Offering.

      5. PARTICIPATION.

            Any eligible employee may become a participant by completing a
payroll deduction authorization form provided by the Company and filing it with
the office of the Company's Treasurer 20 days prior to each applicable Offering
Commencement Date, as determined by the Committee pursuant to Paragraph 4.

      6. PAYROLL DEDUCTIONS.


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            (a) At the time a participant files his authorization for a payroll
deduction, he shall elect to have deductions made from his pay on each payday
during any Offering in which he is a participant at a specified percentage of
his Compensation as determined on the applicable Offering Commencement Date;
said percentage shall be in increments of one percent up to a maximum percentage
of six percent.

            (b) Payroll deductions for a participant shall commence on the
applicable Offering Commencement Date when his authorization for a payroll
deduction becomes effective and shall end on the Offering Termination Date of
the Offering to which such authorization is applicable unless sooner terminated
by the participant as provided in Paragraph 10.

            (c) All payroll deductions made for a participant shall be credited
to his account under the Plan. A participant may not make any separate cash
payment into such account.

            (d) A participant may withdraw from the Plan at any time during the
applicable Offering period; provided, however, that a participant who is an
officer or director of the Company and who withdraws from the Plan during any
Offering period will not be eligible for the grant of any subsequent option
under the Plan for a period of six months.

      7. GRANTING OF OPTION.

            (a) Except as set forth in Paragraph 7(c) hereof, on the Offering
Commencement Date of each Offering, a participating employee shall be deemed to
have been granted an option to purchase a maximum number of shares of the Common
Stock equal to an amount determined as follows: 85% of the market value per
share of the Common Stock on the applicable Offering Commencement Date shall be
divided into an amount equal to the sum of (i) the percentage of the employee's
Compensation which he has elected to have withheld (but no more than 6%)
multiplied by the employee's Compensation over the Offering period plus (ii) any
amounts in the employee's account on the Offering Commencement Date that have
been carried forward from prior Offerings. Such market value per share of the
Common Stock shall be determined as provided in clause (i) of Paragraph 7(b).

            (b) The option price of the Common Stock purchased with payroll
deductions made during each such Offering for a participant therein shall be the
lower of:

                  (i) 85% of the average of the bid and the asked prices as
reported by the Nasdaq Stock Market in the Wall Street Journal, or, if the
Common Stock is designated as a national market security by the National
Association of Securities Dealers, Inc. ("NASD") the last trading price of the
Common Stock as reported by the Nasdaq National Market System in the Wall Street
Journal, or, if the Common Stock is listed on an exchange the closing price of
the Common Stock on the exchange on the Offering Commencement Date applicable to
such Offering (or on the next regular business date on which shares of the
Common Stock shall be traded in the event that no shares of the Common Stock
have been traded on the Offering Commencement Date); or if the Common Stock is
not quoted on Nasdaq, not designated as a Nasdaq national market security and
not listed on an exchange, 85% of the fair market value on the Offering
Commencement Date as determined by the Committee; and


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                  (ii) 85% of the average of the bid and the asked prices as
reported by Nasdaq in the Wall Street Journal, or, if the Common Stock is
designated as a national market security by the NASD the last trading price of
the Common Stock as reported by the Nasdaq National Market System in the Wall
Street Journal, or, if the Common Stock is listed on an exchange the closing
price of the Common Stock on the exchange on the Offering Termination Date
applicable to such Offering (or on the next regular business date on which
shares of the Common Stock shall be traded in the event that no shares of the
Common Stock shall have been traded on the Offering Termination Date); or if the
Common Stock is not quoted on Nasdaq, not designated as a Nasdaq national market
security and not listed on an exchange, 85% of the fair market value on the
Offering Termination Date as determined by the Committee.

            (c) A participant who is an officer or director of the Company and
who elects pursuant to Paragraph 8(a) with respect to any Offering not to
exercise an option deemed to have been granted pursuant to this Paragraph 7,
shall not be eligible for the grant of an option hereunder for a period of six
months.

      8. EXERCISE OF OPTION.

            (a) Unless a participant gives written notice to the Treasurer of
the Company as hereinafter provided, his option for the purchase of Common Stock
with payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering for the purchase of the number of full shares of Common Stock which the
accumulated payroll deductions in his account at that time will purchase at the
applicable option price (but not in excess of the number of shares for which
options have been granted the employee pursuant to Paragraph 7(a)), and any
excess in his account at that time will be automatically carried forward to the
next Offering unless the participant elects, by written notice to the Treasurer
of the Company, to have the excess returned to him.

            (b) Fractional shares will not be issued under the Plan and any
accumulated payroll deductions which would have been used to purchase fractional
shares shall be automatically carried forward to the next Offering unless the
participant elects, by written notice to the Treasurer of the Company, to have
the excess cash returned to him.

      9. INVESTMENT ACCOUNTS.

            All shares of Common Stock purchased pursuant to Paragraph 8 shall
be held in separate investment accounts ("Investment Accounts") maintained by
such brokerage house, investment banking firm, commercial bank or other such
similar institution as may be selected by the Board for the participants. Each
Investment Account shall be in the name of the participating employee. All
dividends, if any, paid with respect to shares of Common Stock in a
participant's Investment Account shall be credited to his or her Investment
Account. Each participant shall have all of the rights and privileges of a
stockholder of the Company with respect to those shares purchased under the Plan
and held in his or her Investment Account.

      10. WITHDRAWAL AND TERMINATION.


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            (a) Prior to the Offering Termination Date for an Offering, any
participant may withdraw the payroll deductions credited to his account under
the Plan for such Offering by giving written notice to the Treasurer of the
Company. All of the participant's payroll deductions credited to such account
will be paid to him promptly after receipt of notice of withdrawal, without
interest, and no future payroll deductions will be made from his pay during such
offering. The Company will treat any attempt to borrow by a participant on the
security of accumulated payroll deductions as an election to withdraw such
deductions.

            (b) Except as set forth in Paragraphs 6(d) and 7(c), a participant's
election not to participate in, or withdrawal from, any Offering will not have
any effect upon his eligibility to participate in any succeeding Offering or in
any similar plan which may hereafter be adopted by the Company.

            (c) Upon termination of the participant's employment for any reason,
including retirement but excluding death, the payroll deductions credited to his
account will be returned to him, or, in the case of his death, to the person or
persons entitled thereto under Paragraph 14.

            (d) Upon termination of the participant's employment because of
death, his beneficiary (as defined in Paragraph 14) shall have the right to
elect, by written notice given to the Company's Treasurer prior to the
expiration of a period of 90 days commencing with the date of the death of the
participant, either:

                  (i) to withdraw all of the payroll deductions credited to the
participant's account under the Plan; or

                  (ii) to exercise the participant's option for the purchase of
stock on the Offering Termination Date next following the date of the
participant's death for the purchase of the number of full shares which the
accumulated payroll deductions in the participant's account at the date of the
participant's death will purchase at the applicable option price (subject to the
limitation contained in Paragraph 7(a)), and any excess in such account will be
returned to said beneficiary. In the event that no such written notice of
election shall be duly received by the office of the Company's Treasurer, the
beneficiary shall automatically be deemed to have elected to withdraw the
payroll deductions credited to the participant's account at the date of the
participant's death and the same will be paid promptly to said beneficiary.

      11. INTEREST.

            No interest will be paid or allowed on any money paid into the Plan
or credited to the account of any participating employee.

      12. STOCK.

            (a) The maximum number of shares of Common Stock available for
issuance and purchase by employees under the Plan, subject to adjustment upon
changes in capitalization of the Company as provided in Paragraph 17, shall be
400,000 shares of Common Stock, $.01 par value per share, of the Company. The
maximum number of shares of Common Stock available for issuance and purchase by
employees under the Plan in any Offering shall be one percent of the shares of
Common Stock outstanding. If the total number of shares for which options are


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exercised on any Offering Termination Date in accordance with Paragraph 8
exceeds the maximum number of shares for the applicable Offering, the Company
shall make a pro rata allocation of the shares available for delivery and
distribution in an equitable manner, with the balances of payroll deductions
credited to the account of each participant under the Plan carried forward to
the next Offering or returned to the participant if he so chooses, by giving
written notice to the Treasurer to this effect.

            (b) The participant will have no interest in stock covered by his
option until such option has been exercised.

            (c) The shares of stock purchased by a participant who is an officer
or director of the Company, or a beneficiary of a participant who was an officer
or director of the Company pursuant to Paragraph 14 hereof, at each Offering
Termination Date may not be sold or transferred by such participant or
beneficiary for a period of six months following such Offering Termination Date.
Certificates representing said shares of stock issued pursuant to this Plan may
bear legends to that effect.

      13. ADMINISTRATION.

            The Plan shall be administered by the Committee. The interpretation
and construction of any provision of the Plan and adoption of rules and
regulations for administering the Plan shall be made by the Committee.
Determinations made by the Committee with respect to any matter or provision
contained in the Plan shall be final, conclusive and binding upon the Company
and upon all participants, their heirs or legal representatives. Any rule or
regulation adopted by the Committee shall remain in full force and effect unless
and until altered, amended, or repealed by the Committee.

      14. DESIGNATION OF BENEFICIARY.

            A participant shall file with the Treasurer of the Company a written
designation of a beneficiary who is to receive any Common Stock and/or cash
under the Plan. Such designation of beneficiary may be changed by the
participant at any time by written notice. Upon the death of a participant and
upon receipt by the Company of proof of the identity and existence at the
participant's death of a beneficiary validly designated by him under the Plan,
the Company shall deliver such Common Stock and/or cash to such beneficiary. In
the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such Common Stock and/or cash to
the executor or administrator of the estate of the participant. No beneficiary
shall prior to the death of the participant by whom he has been designated,
acquire any interest in the Common Stock and/or cash credited to the participant
under the Plan.

      15. TRANSFERABILITY.

            Neither payroll deductions credited to a participant's account nor
any rights with regard to the exercise of an option or to receive Common Stock
under the Plan may be assigned, transferred, pledged, or otherwise disposed of
in any way by the participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge, or other


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disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Paragraph 8(b).

      16. USE OF FUNDS.

            All payroll deductions received or held by the Company under this
Plan may be used by the Company for any corporate purpose, and the Company shall
not be obligated to segregate such payroll deductions.

      17. EFFECT OF CHANGES OF COMMON STOCK.

            If the Company shall subdivide or reclassify the Common Stock which
has been or may be optioned under this Plan, or shall declare thereon any
dividend payable in shares of such Common Stock, or shall take any other action
of a similar nature affecting such Common Stock, then the number and class of
shares of Common Stock which may thereafter be optioned (in the aggregate and to
any participant) shall be adjusted accordingly and in the case of each option
outstanding at the time of any such action, the number and class of shares which
may thereafter be purchased pursuant to such option and the option price per
share shall be adjusted to such extent as may be determined by the Committee,
with the approval of independent public accountants and counsel, to be necessary
to preserve the rights of the holder of such option.

      18. AMENDMENT OR TERMINATION.

            The Board may at any time terminate or amend the Plan. No such
termination shall affect options previously granted, nor may an amendment make
any change in any option theretofore granted which would adversely affect the
rights of any participant holding options under the Plan.

      19. NOTICES.

            All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received by the Treasurer of the Company.

      20. MERGER OR CONSOLIDATION.

            If the Company shall at any time merge into or consolidate with
another corporation, the holder of each option then outstanding will thereafter
be entitled to receive at the next Offering Termination 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 or consolidation. In accordance
with this Paragraph and Paragraph 17, the Committee shall determine the kind and
amount of such securities or property which such holder of an option shall be
entitled to receive. A sale of all or substantially all of the assets of the
Company shall be deemed a merger or consolidation for the foregoing purposes.

      21. APPROVAL OF STOCKHOLDERS.


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            The Plan is subject to the approval of the stockholders of the
Company by written consent or at their next annual meeting or at any special
meeting of the stockholders for which one of the purposes of such a special
meeting shall be to act upon the Plan.

      22. GOVERNMENTAL AND OTHER REGULATIONS.

            The Plan, and the grant and exercise of the rights to purchase
shares hereunder, and the Company's obligation to sell and deliver shares upon
the exercise of rights to purchase shares, shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or governmental agency as may, in the opinion of counsel for the
Company, be required. The Plan shall be governed by, and construed and enforced
in accordance with, the provisions of Sections 421, 423 and 424 of the Code and
the substantive laws of the Commonwealth of Massachusetts. In the event of any
inconsistency between such provisions of the Code and any such laws, said
provisions of the Code shall govern to the extent necessary to preserve
favorable federal income tax treatment afforded employee stock purchase plans
under Section 423 of the Code.

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