EXHIBIT 10.10
PARAMETRIC TECHNOLOGY CORPORATION
1992 DIRECTOR STOCK OPTION PLAN
1. PURPOSE.
This 1992 Director Stock Option Plan (the "Plan") governs options to
purchase Common Stock, $.01 par value per share (the "Common Stock"), of
Parametric Technology Corporation (the "Company") granted by the Company to
members of the Board of Directors of the Company who are not also officers or
employees of the Company. The purpose of the Plan is to attract and retain
qualified persons to serve as Directors of the Company and to encourage
ownership of the Common Stock of the Company by such Directors.
2. ADMINISTRATION.
Grants of stock options under the Plan shall be automatic as provided
in Section 8. All questions of interpretation of the Plan or of any options
granted hereunder shall be determined by the Board of Directors of the Company
(the "Board"), provided that the Board shall have no discretion with respect to
the eligibility or selection of Directors to receive options, the timing of
grants or the number of shares of Common Stock subject to the Plan or any option
granted thereunder. Any and all powers of the Board under the Plan may be
exercised by a committee consisting of three or more Directors or other persons
appointed by the Board.
3. ELIGIBILITY.
Members of the Board who are not also officers or employees of
the Company shall be eligible to participate in the Plan.
4. SHARES SUBJECT TO THE PLAN.
Options may be granted under the Plan in respect of a maximum of
640,000 shares of Common Stock, subject to adjustment as provided in Section 5
below. Shares to be issued upon the exercise of options granted under the Plan
may be either authorized but unissued shares or shares held by the Company in
its treasury. Whenever options under the Plan lapse or terminate or otherwise
become unexercisable, the shares of Common Stock which were available for such
options shall again be available for the grant of options under the Plan. The
Company shall at all times while the Plan is in force reserve such number of
shares of Common Stock as will be sufficient to satisfy the requirements of the
Plan.
5. ADJUSTMENT OF NUMBER OF OPTION SHARES.
In the event of any stock dividend payable in Common Stock or any
split-up, combination or reclassification of shares, recapitalization or other
similar capital change relating to the Common Stock occurring after the date of
grant of an option hereunder and prior to the exercise in full of an option
granted hereunder, the number and kind of shares subject to such option and
the price to be paid for each share subject to such option shall each be
proportionately adjusted by the Board.
In the event of any reorganization, consolidation or merger to which
the Company is a party and in which the Company does not survive, or upon the
dissolution or liquidation of the Company, all outstanding options shall
terminate; provided, however, that (i) in the event of the liquidation or
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dissolution of the Company, or in the event of any such reorganization,
consolidation or merger in which the Company does not survive and with respect
to which the resulting or surviving corporation does not assume such outstanding
option or issue a substitute option therefor, such option shall be exercisable
in full, without regard to any installment restrictions on exercise imposed
pursuant to this Plan or any Option Agreement, during such period preceding the
effective date of such liquidation, dissolution, reorganization, consolidation
or merger (unless such option is terminated earlier by its terms) as may be
specified by the Board; and (ii) in the event of any such reorganization,
consolidation or merger, the Board may, in its good faith discretion, arrange to
have the resulting or surviving corporation assume such outstanding option or
issue a substitute option therefor.
No fraction of a share shall be purchasable or deliverable upon
exercise of an option, but, in the event any adjustment hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share, such fraction shall be adjusted to the nearest smaller whole number of
shares.
In the event of changes in the outstanding Common Stock by reason of
any stock dividend, split-up, dividend, combination, reclassification,
recapitalization or change of outstanding shares of Common Stock of the nature
contemplated by this Section 5, the number of shares of Common Stock available
for the purpose of the Plan, as stated in Section 4, shall be correspondingly
adjusted.
6. NON-STATUTORY STOCK OPTIONS.
All options granted under the Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
7. FORM OF OPTION AGREEMENTS.
Options shall be granted hereunder pursuant to the terms of Option
Agreements which shall be substantially in the form of the attached Exhibit A or
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in such other form as the Board may from time to time determine.
8. GRANT OF OPTIONS AND OPTION TERMS.
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Initial Grant of Options. Options to purchase Common Stock shall
automatically be granted to the following individuals, in the amounts set forth
opposite their respective names, immediately following approval of the Plan at
the 1992 Annual Meeting of Stockholders:
Number
Name of Director of Shares
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Donald W. Feddersen................ 80,000
Donald K. Grierson................. 80,000
Robert N. Goldman.................. 80,000
Noel G. Posternak.................. 80,000
Automatic Grant of Subsequent Options. Thereafter, through the date
of the 1996 Annual Meeting of Stockholders, any new Director elected to the
Board who is eligible to receive options to purchase Common Stock under the Plan
shall automatically be granted, on the effective date of such election, options
to purchase an aggregate of 80,000 shares of Common Stock. The "Date of Grant"
for options granted under the Plan shall be the date the Plan is approved by the
stockholders for the initial options and the effective date of a new Director's
election to the Board for all subsequent options. No options shall be granted
hereunder after ten years from the date on which the Plan was initially approved
by the stockholders of the Company.
Option Price. The option price for each option granted under the Plan
shall be the last sale price of the Common Stock as reported by the NASDAQ
National Market System on the Date of Grant.
Term of Option. The term of each option granted under the Plan shall
be ten years from the Date of Grant.
Period of Exercise. Options granted under the Plan shall become
exercisable in equal quarterly installments over four years on each of the
first, second, third and fourth anniversaries of the Date of Grant if and only
if the option holder is a member of the Board at the opening of business on that
anniversary date. Directors holding exercisable options under the Plan who
cease to serve as members of the Board of the Company for any reason other than
death may, for a period of 10 days following the date of cessation of service,
exercise the rights they had under such options at the time they ceased being a
Director for the full unexpired term of such option. Upon the death of a
Director, those entitled to do so under the Director's will or the laws of
descent and distribution shall have the right, at any time within twelve months
after the date of death, to exercise in whole or in part any rights which were
available to the Director at the time of his death. Options granted under the
Plan shall terminate, and no rights thereunder may be exercised, after the
expiration of the applicable exercise period.
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Method of Exercise and Payment. Each exercise of an option hereunder
may be effected only by giving written notice, in the manner provided in Section
12 hereof, of intent to exercise the option, specifying the number of shares as
to which the option is being exercised, and accompanied by full payment of the
option price for the number of shares then being acquired. Such payment shall
be made in cash, by certified or bank check payable to the order of the Company,
credit to the Company's account at a financial or brokerage institution on the
date of exercise, or if the option so provides, (i) in shares of Common Stock
having an aggregate Fair Market Value, at the time of such payment, equal to the
total option price for the number of shares of Common Stock for which payment is
then being made, or (ii) partly in cash or by certified or bank check payable to
the order of the Company and the balance in shares of Common Stock having an
aggregate Fair Market Value, at the time of such payment, equal to the
difference between the total option price for the number of shares of Common
Stock for which payment is then being made and the amount of the payment in cash
or by certified or bank check. For purposes hereof, the "Fair Market Value" of
the Common Stock shall be the last sale of price the Common Stock as reported by
the NASDAQ National Market System for the business day immediately preceding the
option exercise date.
Receipt by the Company of such notice and payment shall, for purposes
of this Plan, constitute exercise of the option or a part thereof. Within
twenty (20) days thereafter, the Company shall deliver or cause to be delivered
to the optionee a certificate or certificates for the number of shares of Common
Stock then being purchased by him. Such shares shall be fully paid and non-
assessable. If any law or applicable regulation of the Securities and Exchange
Commission or other public regulatory authority (including, but not limited to,
a stock exchange) shall require the Company or the optionee (a) to register or
qualify, under the Securities Act of 1933, as amended (the "Securities Act"),
any similar federal statute then in force or any state law regulating the sale
of securities, any shares of Common Stock covered by an option with respect to
which notice of intent to exercise shall have been delivered to the Company or
(b) to take any other action in connection with such shares before issuance
thereof may be effected, then the delivery of the certificate or certificates
for such shares shall be postponed until completion of the necessary action,
which the Company shall take in good faith and without delay. All such action
shall be taken by the Company at its own expense.
The Company may require an individual exercising an option to
represent that his purchase of shares of Common Stock pursuant to such exercise
is for his own account, for investment and without a view to resale or
distribution, and that he will not sell or otherwise dispose of any such shares
except pursuant to (i) an effective registration statement covering such
transaction filed with the Securities and Exchange Commission and in compliance
with all of the applicable provisions of the Securities Act, and the rules and
regulations thereunder, or (ii) an opinion of Company counsel that such
registration is not required.
Non-transferability. Options granted under the Plan shall not be
transferable by the holder thereof otherwise than by will or the laws of descent
and distribution and shall be
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exercisable, during the holder's lifetime, only by the option holder or his or
her legal representative; provided that the Board may in its discretion waive
such restriction in any case.
9. LIMITATION OF RIGHTS.
No Right to Continue as a Director. Neither the Plan, nor the
granting of an option or any other action taken pursuant to the Plan, shall
constitute an agreement or understanding, express or implied, that the Company
will retain an optionee as a Director for any period of time or at any
particular rate of compensation.
No Stockholders' Rights for Options. Directors shall have no rights
as stockholders with respect to the shares covered by their options until the
date they exercise such options and pay the option price to the Company, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such option is exercised and paid for.
10. EFFECTIVE DATE.
The Plan shall become effective immediately upon approval by the
affirmative vote of a majority of the shares of Common Stock present or
represented and entitled to vote at a meeting of the Company's stockholders.
11. AMENDMENT OR TERMINATION.
The Board may amend or terminate this Plan at any time, provided that,
to the extent required to qualify the Plan for the exemption under Rule 16b-3
under the Exchange Act, no amendment may be made to change the eligibility or
selection of Directors to receive options, the timing of grants, or the number
of shares of Common Stock subject to the Plan or any option granted thereunder,
other than as permitted by such Rule, and this Plan shall not be amended more
than once every six months, other than to comport with changes in the Code or
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the
rules and regulations promulgated thereunder.
12. NOTICES.
Any communication or notice required or permitted to be given under
this Plan shall be in writing and mailed by registered or certified mail or
delivered in hand, if to the Company, to its Treasurer at Parametric Technology
Corporation, 128 Technology Drive, Waltham, Massachusetts 02154 and, if to an
optionee, to such address as the optionee shall last have furnished to the
Company.
13. GOVERNING LAW.
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The Plan shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
Adopted by the Board of Directors on November 21, 1991
Adopted by the Stockholders on February 4, 1992
As amended through the October 2, 1996 meeting of the
Board of Directors.
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EXHIBIT A
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1992 DSO - Shares
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PARAMETRIC TECHNOLOGY CORPORATION
1992 Director Stock Option Plan
Non-statutory Stock Option Agreement
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Parametric Technology Corporation (the "Company"), a Massachusetts
corporation, hereby grants to the person named below an option to purchase
shares of Common Stock, $.01 par value per share of the Company (the "Option")
under and subject to the Company's 1992 Director Stock Option Plan (the "Plan")
exercisable only on the following terms and conditions and those set forth on
the reverse side of this Agreement:
Name of Optionee:
Address:
Social Security No.
Option Price:
Date of Grant:
Exercisability Schedule:
at any time on or after the first anniversary of the date hereof, as to ______
shares,
at any time on or after the second anniversary of the date hereof, as to ______
additional shares,
at any time on or after the third anniversary of the date hereof, as to ______
additional shares,
at any time on or after the fourth anniversary of the date hereof, as to ______
additional shares,
provided that this Optionee is a member of the Board of Directors of the Company
(the "Board") at the opening of business on the date described above and
provided that this Option may not be exercised as to any shares after the
expiration of ten years from the date hereof.
By signing this Stock Option Agreement and returning one signed copy to the
Company, the Optionee accepts the Option described herein on the terms and
conditions set forth herein or in the plan.
PARAMETRIC TECHNOLOGY Accepted and agreed to:
CORPORATION
By:
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Title: Optionee
TERMS AND CONDITIONS
PARAMETRIC TECHNOLOGY CORPORATION
1992 DIRECTOR STOCK OPTION PLAN
1. This Option may be exercised from time to time in accordance with the
Exercisability Schedule for up to the aggregate number of shares specified
therein, but in no event for the purchase of other than full shares; provided,
however, that this Option may not be exercised as to any shares after the
expiration of ten years from the date hereof. Written notice of exercise shall
be delivered to the Company specifying the number of shares with respect to
which the Option is being exercised, which notice shall be accompanied by full
payment of the option price for the number of shares then being acquired. Such
payment shall be made in cash or by certified or bank check payable to the order
of the Company, credit to the Company's account at a financial or brokerage
institution on the date of exercise or a payment commitment of such an
institution acceptable to the Company or in shares of the Company's Common
Stock, valued at their fair market value as of the date of exercise as
determined as provided in the Plan, equal to the total option price for the
number of shares for which payment is then being made, or in any combination of
cash, certified or bank check and shares of Common Stock. Shares of Common Stock
surrendered in payment of the option price shall have been held by the person
exercising the option for at least six months unless otherwise permitted by the
Board of Directors of the Company (the "Board"). Not later than twenty days
after the date of the delivery of such notice the Company will deliver or cause
to be delivered to the Optionee a certificate for the number of shares with
respect to which the Option is being exercised.
2. The Optionee shall not be deemed, for any purpose, to have any rights
whatever in respect of shares to which the Option shall not have been exercised
and payment made as aforesaid. The Optionee shall not be deemed to have any
rights to continued service as a director by virtue of the grant of this Option.
3. In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Common Stock, the maximum aggregate number and kind of shares or
securities of the Company subject to this Option and the exercise price of this
Option shall be appropriately adjusted by the Board (whose determination shall
be conclusive) so that the proportionate number of shares or other securities
subject to this Option and the proportionate interest of the Optionholder shall
be maintained as before the occurrence of such event.
4. In the event of any reorganization, consolidation or merger to which the
Company is a party and in which the Company does not survive, or upon the
dissolution or liquidation of the Company, this Option, to the extent
outstanding and unexercised, shall terminate; provided, however, that (i) in the
event of the liquidation or dissolution of the Company, or in the event of any
such reorganization, consolidation or merger in which the Company does not
survive and with respect to which the resulting or surviving corporation does
not assume this Option, to the extent outstanding and unexercised, or issue a
substitute option therefor, this Option shall be exercisable in full, without
regard to any installment restrictions on exercise imposed pursuant
to the Plan or this Option Agreement, during such period preceding the effective
date of such liquidation, dissolution, reorganization, consolidation or merger
(unless this Option is terminated earlier by its terms) as may be specified by
the Board; and (ii) in the event of any such reorganization, consolidation or
merger, the Board may, in its good faith discretion, arrange to have the
resulting or surviving corporation assume this Option, to the extent outstanding
and unexercised, or issue a substitute option therefor.
5. This Option is not transferable by the Optionee otherwise than by will or
the laws of descent and distribution; provided that the Board may waive this
restriction in its discretion. This Option is exercisable during the Optionee's
lifetime only by the Optionee, provided that this Option may be exercised by the
Optionholder's guardian or legal representative in the case of disability and,
in the case of death, by the beneficiary designated by the Optionholder in
writing delivered to the Company, or, if none has been designated, by the
Optionholder's estate or his or her transferee on death in accordance with this
Option Agreement.
6. If the Optionee ceases to serve as a member of the Board for any
reason other than death, the Optionee may, for a period of seven months
following such cessation of service, exercise the rights which the Optionee had
hereunder at the time the Optionee ceased serving as a director. Upon the death
of the Optionee, those entitled to do so, as set forth in Section 5 of this
Option Agreement, shall have the right, at any time within twelve months after
the date of death (subject to the prior expiration of the Option exercise
period), to exercise in whole or in part any rights which were available to the
Optionee at the time of the Optionee's death. Any rights that have not yet
become exercisable shall terminate upon cessation of membership on the Board.
This Option shall terminate after the expiration of the applicable exercise
period. Notwithstanding the foregoing provisions of this Section 6, no rights
under this Option may be exercised after the expiration of ten years from the
date hereof.
7. It shall be a condition to the Optionee's right to purchase shares of
Common Stock hereunder that the Company may, in its discretion, require (a)
that the shares of Common Stock reserved for issue upon the exercise of this
Option shall have been duly listed, upon official notice of issuance, upon any
national securities exchange on which the Company's Common Stock may then be
listed, (b) that either (i) a Registration Statement under the Securities Act of
1933, as amended, with respect to said shares shall be in effect, or (ii) in the
opinion of counsel for the Company the proposed purchase shall be exempt from
registration under said Act and the Optionee shall have made such undertakings
and agreements with the Company as the Company may reasonably require, and (c)
that such other steps, if any, as counsel for the Company shall deem necessary
to comply with any law, rule or regulation applicable to the issue of such
shares by the Company shall have been taken by the Company or the Optionee, or
both. The certificates representing the shares purchased under this Option may
contain such legends as counsel for the Company shall deem necessary to comply
with any applicable law, rule or regulation.
8. Any exercise of this Option is conditioned upon the payment, if the
Company so requests, by the Optionee or such other person who may be entitled to
exercise this Option in
accordance with the terms hereof, of all state and federal taxes imposed upon
the exercise of this Option and the issue to the Optionee of the shares covered
hereby.
9. This Option shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
10. This Option is issued pursuant to the terms of the Plan. This Certificate
does not set forth all of the terms and conditions of the Plan, which are
incorporated herein by reference. In the event of any conflict or inconsistency
between the provisions of this Option Agreement and the Plan, the provisions of
the Plan will prevail. Capitalized terms used and not otherwise defined herein
have the meanings given to them in the Plan. Copies of the Plan may be obtained
upon written request without charge from the Company.