EX-10.2



 Exhibit 10.2 

GI DYNAMICS, INC, 
 2003 OMNIBUS
STOCK PLAN 
  
  

1. Purpose. This 2003 Omnibus Stock Plan (the “Plan”) of GI Dynamics, Inc. (the “Company”) is intended to provide
incentives (a) to the officers and other employees of the Company, its parent (if any) and any present or future subsidiaries of the Company (collectively, “Related Companies”) by providing them with opportunities to purchase stock in
the Company pursuant to options which qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), granted hereunder (“ISO” or “ISOs”); (b) to
directors, officers, employees and consultants of the Company and Related Companies by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as ISOs (“Non-Qualified
Option” or “Non-Qualified Options”); and (c) to directors, officers, employees and consultants of the Company and Related Companies by providing them with opportunities to make direct purchases of restricted stock in the Company
(“Restricted Stock”). Both ISOs and Non-Qualified Options are referred to hereafter individually as an “Option” and collectively as “Options.” As used herein, the terms “parent” and “subsidiary” mean
“parent corporation” and “subsidiary corporation” as those terms are defined in Section 424 of the Code. 
 2.
Administration of the Plan. (a) The Plan shall be administered by the Board of Directors of the Company (the “Board”). The Board may appoint a Compensation Committee (the “Committee”, which term as used below shall
mean the Board at any time when no Compensation Committee shall be serving) of two or more of its members to administer this Plan. In the event the Company registers any class of any equity security pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), each member of the Committee shall be a “disinterested person” as defined in Rule 16b-3 under the Exchange Act and each shall be an “outside director” within the
meaning of Section 162(m) of the Code. Subject to ratification of the grant of each Option or Restricted Stock by the Board (if so required by applicable state law), and subject to the terms of the Plan, the Committee, if so appointed, shall
have the authority to (i) determine the employees of the Company and Related Companies (from among the class of employees eligible under paragraph 3 to receive IS0s),to whom ISOs’ may be granted and to determine (from among the class of
individuals and entities eligible under paragraph 3 to receive Non-Qualified Options and Restricted Stock) to whom Non-Qualified Options or Restricted Stock may be granted; (ii) determine the time or times at which Options or Restricted Stock
may be granted; (iii) determine the option price of shares subject to each Option, which price with respect to ISOs shall not be less than the minimum specified in paragraph 7, and the purchase price of Restricted Stock; (iv) determine
whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times when each Option shall become exercisable and the duration of the exercise period; (vi) determine whether
restrictions such as repurchase options are to be imposed on shares subject to Options and to Restricted Stock, and the nature of such restrictions, if any; (vii) establish, amend and waive the terms and conditions of individual options and
purchase authorizations granted hereunder, including, without limitation, terms and conditions relating to vesting, exercisability and effect of termination of employment by the Company; and (viii)







 
interpret the Plan and prescribe and rescind rules and regulations relating to it. If the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary,
under Section 422 of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. The interpretation and construction by the Committee of any provisions of the Plan or of any Option or authorization
or agreement for Restricted Stock granted under it shall be final unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No member of the Board or
the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option or Restricted Stock granted under it. 

(b) The Committee may select one of its members as its chairman, and shall hold meetings at such time and places as it may determine. Acts by
a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. All references in this Plan to the Committee shall mean the Board if there is no
Committee so appointed. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused
or remove all members of the Committee and thereafter directly administer the Plan. 
 3. Eligible Employees and Others. ISOs may be
granted to any officer or other employee of the Company or any Related Company. Those directors of the Company who are not employees may not be granted ISOs under the Plan. Non-Qualified Options and Restricted Stock may be granted to any director
(whether or not an employee), officer, employee or consultant of the Company or any Related Company. The Committee may take into consideration an optionee’s individual circumstances in determining whether to grant an ISO or a Non-Qualified
Option or Restricted Stock. Granting of any Option or Restricted Stock to any individual or entity shall neither entitle that individual or entity to, nor disqualify him from, participation in any other grant of Options or Restricted Stock. 

4. Stock. The stock subject to Options and Restricted Stock shall be authorized but unissued shares of Common Stock of the Company, par
value $.01 per share (the “Common Stock”), or shares of Common Stock re-acquired by the Company in any manner. The aggregate number of shares which may be issued pursuant to the Plan is 950,000, subject to adjustment as provided in
paragraph 14. Any such shares may be issued as ISOs, Non-Qualified Options or Restricted Stock so long as the aggregate number of shares so issued does not exceed such number, as adjusted. If any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if any Restricted Stock shall be reacquired by the Company by exercise of its repurchase option, the shares
subject to such expired or terminated Option and reacquired shares of Restricted Stock shall again be available for grants of Options or Restricted Stock under the Plan. 

5. Individual Participant Limitation. Any other provision of this Plan notwithstanding, the number of shares of Common Stock for which
options or purchase authorizations may be granted in any single fiscal year of the Company to any participant shall not exceed 950,000 shares (the “Individual Limit”). For purposes of the foregoing limitation, if any option or purchase
authorization is cancelled, the cancelled option or purchase authorization 

  
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shall continue to be counted against the Individual Limit; if after grant the exercise price of an option or purchase authorization is modified, the transaction shall be treated as the
cancellation of the option or purchase authorization and the grant of a new option or purchase authorization. In any such case, both the option or purchase authorization that is cancelled and the option or purchase authorization deemed to be granted
shall be counted against the Individual Limit. 
 6. Grants Under the Plan. Options or Restricted Stock may be granted under the Plan
at any time on or after May 27, 2003 and prior to May 27, 2003. Any such grants shall be subject to the receipt, within 12 months of May 27, 2003, of the approval of stockholders as provided in paragraph 18. The date of grant of an
Option under the Plan will be the date specified by the Committee at the time it awards the Option; provided, however, that such date shall not be prior to the date of award. The Committee shall have the right, with the consent of the optionee, to
convert an ISO granted under the Plan to a Non-Qualified Option pursuant to paragraph 16. 
 7. Minimum Option Price: ISO
Limitations. (a) The price per share specified in the agreement relating to each ISO granted under the Plan shall not be less than the fair market value per share of Common Stock on the date of such grant. In the case of an ISO to be
granted to an employee owning stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Related Company, the price per share specified in the agreement relating to such ISO shall not be
less than 110 percent of the fair market value of Common Stock on the date of grant. 
 (b) In no event shall the aggregate fair market
value (determined at the time the option is granted) of Common Stock for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and any Related
Company) exceed $100,000. 
 (c) If, at the time an Option is granted under the Plan, the Company’s Common Stock is publicly traded,
“fair market value” shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the
high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if such stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of
the Common Stock on the Nasdaq National Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service
for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or on a national securities exchange. However, if the Common Stock is not publicly traded at the time an Option is granted under the Plan, “fair
market value” shall be deemed to be the fair value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm’s length. 
 8. Option Duration. Subject to earlier termination as
provided in paragraphs 10 and 11, each Option shall expire on the date specified by the Committee, but not more than ten years from the date of grant and in the case of ISOs granted to an employee owning stock possessing


  
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more than ten percent of the total combined voting power of all classes of stock of the Company or any Related Company, not more than five years from date of grant. Subject to earlier termination
as provided in paragraphs 10 and 11, the term of each ISO shall be the term set forth in the original instrument granting such ISO, except with respect to any part of such ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.

 9. Exercise of Option. Subject to the provisions of paragraphs 10 through 13, each Option granted under the Plan shall be
exercisable as follows: 
 (a) The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in
such installments as the Committee may specify. 
 (b) Once an installment becomes exercisable it shall remain exercisable until expiration
or termination of the Option, unless otherwise specified by the Committee. 
 (c) Each Option or installment may be exercised at any time or
from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable. 
 (d) The
Committee shall have the right to accelerate the date of exercise of any installment; provided that the Committee shall not accelerate the exercise date of any installment of any Option granted to any employee as an ISO (and not previously converted
into a Non-Qualified Option pursuant to paragraph 16) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, which provides generally that the aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all plans of the Company and any Related Company) shall not exceed
$100,000. 
 10. Termination of Employment. If an ISO optionee ceases to be employed by the Company or any Related Company other than
by reason of death or disability as provided in paragraph 11, no further installments of his ISOs shall become exercisable, and his ISOs shall terminate after the passage of 90 days from the date of termination of his employment, but in no event
later than on their specified expiration dates except to the extent that such ISOs (or unexercised installments thereof) have been converted into Non-Qualified Options pursuant to paragraph 16. Leave of absence with the written approval of the
Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any Related Company to continue the employment of the employee after the approved period of
absence. Employment shall also be considered as continuing uninterrupted during any other bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does
not exceed 90 days or, if longer, any period during which such optionee’s right to reemployment is guaranteed by statute. Nothing in the Plan shall be deemed to give any grantee of any Option or Restricted Stock the right to be retained in
employment or other service by the Company or any Related Company for any period of time. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Companies, so long as the optionee
continues to be an employee of the Company or any Related Company. In granting any Non-Qualified Option, the Committee may specify that such Non-Qualified 

  
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Option shall be subject to the restrictions set forth herein with respect to ISOs, or to such other termination or cancellation provisions as the Committee may determine. Notwithstanding the
provisions in this paragraph 10, the Committee may, in its sole discretion, establish different terms and conditions pertaining to the effect of a participant’s termination of employment by the Company. 

11. Death; Disability; Dissolution. If an optionee ceases to be employed by the Company and all Related Companies by reason of his
death, any Option of his may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of his death, by his estate, personal representative or beneficiary who has acquired the Option by will or
by the laws of descent and distribution, at any time prior to the earlier of the Option’s specified expiration date or one year from the date of the optionee’s death. 

If an optionee ceases to be employed by the Company and all Related Companies by reason of his disability, he shall have the right to exercise
any Option held by him on the date of termination of employment, to the extent of the number of shares with respect to which he could have exercised it on that date, at any time prior to the earlier of the Option’s specified expiration date or
one year from the date of the termination of the optionee’s employment. For the purposes of the Plan, the term “disability” shall have the meaning assigned to it in Section 22(e)(3) of the Code or any successor statute. 

In the case of a partnership, corporation or other entity holding a Non-Qualified Option, if such entity is dissolved, liquidated, becomes
insolvent or enters into a merger or acquisition with respect to which such optionee is not the surviving entity, such Option shall terminate immediately. 

12. Assignability. No Option shall be assignable or transferable by the optionee except by will or by the laws of descent and
distribution (or, in the case of a Non-Qualified Option, pursuant to a qualified domestic relations order), and during the lifetime of the Optionee each Option shall be exercisable only by him. 

13. Terms and Conditions of Options. Options shall be evidenced by instruments (which need not be identical) in such forms as the
Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in paragraphs 6 through 12 hereof and may contain such other provisions as the Committee deems advisable that are not inconsistent with the
Plan, including transfer and repurchase restrictions applicable to shares of Common Stock issuable upon exercise of Options. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more
officers of the Company to execute and deliver such instruments. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. 

  
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 14. Adjustments. Upon the happening of any of the following described events, an
optionee’s rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided: 
 (a) In the event
shares of Common Stock shall be sub-divided or combined into a greater or smaller number of shares or if, upon a reorganization, recapitalization or the like of the Company, the shares of Common Stock shall be exchanged for other securities of the
Company, each Optionee shall be entitled, subject to the conditions herein stated, to purchase such number of shares of common stock or amount of other securities of the Company as were exchangeable for the number of shares of Common Stock which
such Optionee would have been entitled to purchase except for such action, and, appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination, or exchange. 

(b) In the event the Company is merged into or consolidated with another corporation under circumstances where the Company is not the
surviving corporation or if the Company is liquidated or sells or otherwise disposes of all or substantially all of its assets to another corporation while unexercised options remain outstanding under the Plan, (1) subject to the provisions of
clauses (iii), (iv) and (v) below, after the effective date of such merger, consolidation or sale, as the case may be, each holder of an outstanding option shall be entitled, upon exercise of such option, to receive in lieu of shares of
Common Stock, shares of such stock or other securities as the holders of shares of Common Stock received pursuant to the terms of the merger, consolidation or sale; or (ii) the Board may waive any discretionary limitations imposed with respect
to the exercise of the option so that all options from and after a date prior to the effective date of such merger, consolidation, liquidation or sale, as the case may be, specified by the Board, shall be exercisable in full; or (iii) all
outstanding options may be cancelled by the Board as of the effective date of any such merger, consolidation, liquidation or sale, provided that notice of such cancellation shall be given to each holder of an option, and each such holder thereof
shall have the right to exercise such option in full (without regard to any discretionary limitations imposed with respect to the option) during a 30-day period preceding the effective date of such merger, consolidation, liquidation or sale; or
(iv) all outstanding options may be cancelled by the Board as of the date of any such merger, consolidation, liquidation or sale, provided that notice of such cancellation shall be given to each holder of an option and each such holder thereof
shall have the right to exercise such option but only to the extent exercisable in accordance with any discretionary limitations imposed with respect to the option prior to the effective date of such merger; consolidation, liquidation or sale; or
(v) the Board may provide for the cancellation of all outstanding options and for the payment to the holders thereof of some part or all of the amount by which the value thereof exceeds the payment, if any, which the holder would have been
required to make to exercise such option. 
 (c) In the event the Company shall issue any of its shares as a stock dividend upon or with
respect to the shares of stock of the class which shall at the time be subject to option hereunder, each optionee upon exercising an Option shall be entitled to receive (for the purchase price paid upon such exercise) the shares as to which he is
exercising his Option and, in addition thereto (at no additional cost), such number of shares of the class or classes in which such stock dividend or dividends were declared or paid, and such amount of cash in lieu of fractional shares, as he would
have received if he had been the holder of the shares as to which he is exercising his Option at all times between the date of grant of such Option and the date of its exercise. 

(d) Notwithstanding the foregoing, any adjustments made pursuant to subparagraph (a), (b) or (c) shall be made only after the
Committee, after consulting with counsel for the Company, determines whether such adjustments with respect to ISOs will constitute a 

  
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“modification” of such ISOs as that term is defined in Section 424 of the Code, or cause any adverse tax consequences for the holders of such ISOs. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company. 
 (e) No fractional shares shall actually be issued under the
Plan. Any fractional shares which, but for this subparagraph (e), would have been issued to an optionee pursuant to an Option, shall be deemed to have been issued and immediately sold to the Company for their fair market value, and the optionee
shall receive from the Company cash in lieu of such fractional shares. 
 (f) Upon the happening of any of the foregoing events described in
subparagraphs (a), (b) or (e) above, the class and aggregate number of shares set forth in paragraph 4 hereof which are subject to Options which previously have been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events specified in such subparagraphs. The Committee shall determine the specific adjustments to be made under this paragraph 14, and subject to paragraph 2, its determination shall be conclusive. 

15. Means of Exercising Options. An Option (or any part or installment thereof) shall be exercised by giving written notice to the
Company at its principal office address. Such notice shall identify the Option being exercised and specify the number of shares as to which such Option is being exercised, accompanied by full payment of the purchase price therefor (i) in United
States dollars in cash or by check, (ii) at the discretion of the Committee, through delivery of shares of Common Stock having fair market -value equal as of the date of the exercise to the cash
exercise price of the Option, (iii) at the discretion of the Committee, by delivery of the optionee’s personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as
defined in Section 1274(d) of the Code, (iv) at the discretion of the Committee, by delivery to the Company of irrevocable instructions to a broker to (a) either sell the shares subject to the option or purchase authorization being
exercised or hold such shares as collateral for a margin loan and (b) promptly deliver to the Company the amount of the sale or loan proceeds required to pay the exercise price or purchase price, as the case may be, or (v) at the
discretion of the Committee, by any combination of (i), (ii), (iii) and (iv) above. If the Committee exercises its discretion to permit payment of the exercise price of an ISO by means of the methods set forth in clauses (ii),
(iii) or (iv) of the preceding sentence, such discretion shall be exercised in writing at the time of the grant of the ISO in question. The holder of an Option shall not have the rights of a shareholder with respect to the shares covered
by his Option until the date of issuance of a stock certificate to him for such shares. Except as expressly provided above in paragraph 14 with respect to change in capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock certificate is issued. 
 16. Conversion of ISOs into
Non-Qualified Options, Termination of ISOs. The Committee, at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s ISOs (or any installments or portions of installments
thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the optionee is an employee of the Company or a Related Company at the time of such
conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the 

  
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appropriate installments of such Options. At the time of such conversion, the Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee’s ISOs
converted into Non-Qualified Options and no such conversion shall occur until and unless the Committee takes appropriate action. The Committee, with the consent of the optionee, may also terminate any portion of any-ISO that has not been exercised
at the time of such termination. 
 17. Restricted Stock. Each grant of Restricted Stock under the Plan Shall be evidenced by an
instrument (a “Restricted Stock Agreement”) in such form as the Committee shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions, and with such other terms and conditions as
the Committee, in its discretion, shall establish: 
 (a) The Committee shall determine the number of shares of Common Stock to be issued to
an eligible person pursuant to the grant of Restricted Stock, and the extent, if any, to which they shall be issued in exchange for cash, other consideration, or both. 

(b) Shares issued pursuant to a grant of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise disposed of, except by
will or the laws of descent and distribution or as otherwise determined by the Committee in the Restricted Stock Agreement, for such period as the Committee shall determine, from the date on which the Restricted Stock is granted (the
“Restricted Period”). The Company will have the option to repurchase the Common Stock at such price as the Committee shall have fixed in the Restricted Stock Agreement, which option will be exercisable (i) if the Participant’s
continuous employment or performance of services for the Company and the Related Companies shall terminate prior to the expiration of the Restricted Period, (ii) if, on or prior to the expiration of the Restricted Period or the earlier lapse of
such repurchase option, the Participant has not paid to the Company an amount equal to any federal, state, local or foreign income or other taxes which the Company determines is required to be withheld in respect of such Restricted Stock or
(iii) under such other circumstances as determined by the Committee in its discretion. Such repurchase option shall be exercisable on such terms, in such manner and during such period as shall be determined by the Committee in the Restricted
Stock Agreement. Each certificate for shares issued as Restricted Stock shall bear an appropriate legend referring to the foregoing repurchase option and other restrictions; shall be deposited by the stockholder with the Company, together with a
stock power endorsed in blank; or shall be evidenced in such other manner permitted by applicable law as determined by the Committee in its discretion. Any attempt to dispose of any such shares in contravention of the foregoing repurchase option and
other restrictions shall be null and void and without effect. If shares issued as Restricted Stock shall be repurchased pursuant to the repurchase option described above, the stockholder, or in the event of his death, his personal representative,
shall forthwith deliver to the Secretary of the Company the certificates for the shares, accompanied by such instrument of transfer, if any, as may reasonably be required by the Secretary of the Company. If the repurchase option described above is
not exercised by the Company, such repurchase option and the restrictions imposed pursuant to the first sentence of this subparagraph (b) shall terminate and be of no further force and effect. 

  
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 (c) If a person who has been in continuous employment or performance of services for the Company
or a Related Company since the date on which Restricted Stock was granted to him shall, while in such employment or performance of services, die, or terminate such employment or performance of services by reason of disability or by reason of early,
normal or deferred retirement under an approved retirement program of the Company or a Related Company (or such other plan or arrangement as may be approved by the Committee in its discretion, for this purpose) and any of such events shall occur
after the date on which the Restricted Stock was granted to him and prior to the end of the Restricted Period, the Committee may determine to cancel the repurchase option (and any and all other restrictions) on any or all of the shares of Restricted
Stock; and the repurchase option shall become exercisable at such time as to the remaining shares, if any. 
 18. Term and Amendment of
Plan. This Plan was adopted by the Board on May 27, 2003. The Plan shall expire on May 27, 2013 (except as to Options and Restricted Stock outstanding on that date). Subject to the provisions of paragraph 6 above, Options and
Restricted Stock may be granted under the Plan by the Committee prior to the date of stockholder approval of the Plan. If the approval of stockholders is not obtained by April     , 2004, any grants of Options or Restricted Stock
under the Plan made prior to that date will be rescinded. The Board may terminate or amend the Plan in any respect at any time, except that any amendment that (a) increases the total number of shares that may be issued under the Plan (except by
adjustment pursuant to paragraph 14); (b) changes the class of persons eligible to participate in the Plan, or (c) materially increases the benefits to participants under the Plan, shall be subject to approval by stockholders obtained
within 12 months before or after the Board adopts a resolution authorizing any of the foregoing amendments, and shall be null and void if such approval is not obtained. Termination or any modification or amendment of the Plan shall not, without
consent of a participant, affect his rights under any Option or Restricted Stock previously granted to him. 
 19. Application of
Funds. The proceeds received by the Company from the sale of shares pursuant to Options and Restricted Stock authorized under the Plan shall be used for general corporate purposes. 

20. Governmental Regulation. The Company’s obligation to sell and deliver shares of the Common Stock under this Plan is subject to
the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. 
 21. (a)
Withholding Taxes; Delivery of Shares. The Company’s obligation to deliver shares of Common Stock upon exercise of an option or purchase authorization, in whole or iii part, shall be subject to the participant’s satisfaction of all
applicable federal, state and local income and employment tax withholding obligations. With the consent of the Committee, the participant may satisfy the obligation, in whole or in part, by electing to (1) have the Company withhold shares of
Common Stock or (2) deliver to the Company already-owned shares of Common Stock having a value equal to the amount required to be withheld; provided, however, that participants who are subject to the requirements of Section 16 of the
Exchange Act (“Section 16 Persons”) shall not have the benefit of the foregoing election but rather the Company shall, in all cases where tax withholding is required with respect to such participants, withhold shares of Common Stock having
a value equal to such withholding obligations. The value of shares to be withheld or delivered shall be based on the fair market value of the shares on the date the amount 

  
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of tax to be withheld is to be determined (the “Tax Date”). The election by a participant who is not a Section 16 Person to have shares withheld for this purpose will be subject to
the following restrictions: (1) the election must be made prior to the Tax Date, (2) the election must be irrevocable and (3) the election will be subject to the disapproval of the Committee. 

(b) Withholding of Additional Income Taxes. The Company may, in accordance with the Code, upon exercise of a Non-Qualified Option or
the purchase of Common Stock for less than its fair market value or the lapse of restrictions on Restricted Stock or the making of a Disqualifying Disposition (as defined in paragraph 22), require the employee to pay additional withholding taxes in
respect of the amount that is considered compensation includable in such person’s gross income. 
 22. Notice to Company of
Disqualifying Disposition. Each employee who receives ISOs shall agree to notify the Company in writing immediately after the employee makes a disqualifying disposition of any Common Stock received pursuant to the exercise of an ISO (a
“Disqualifying Disposition”). Disqualifying Disposition means any disposition (including any sale) of such stock before the later of (a) two years after the employee was granted the ISO under which he acquired such stock or
(b) one year after the employee acquired such stock by exercising such ISO. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition will thereafter occur. 

23. Governing Laws, Construction. The validity and construction of the Plan and the instruments evidencing Options and Restricted Stock
shall be governed by the laws of The Commonwealth of Massachusetts. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires. 

Adopted by the Board of Directors on May 27, 2003 and approved by the stockholders on May 27, 2003. 

  
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