EXHIBIT 2.2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT dated as of November 3, 1997 (the "Agreement")
is entered into by and between Parametric Technology Corporation ("Parametric"),
a Massachusetts corporation, and Computervision Corporation ("Computervision"),
a Delaware corporation. Concurrently with the execution and delivery of this
Agreement, Computervision, Parametric and PTC Acquisition Corporation ("Merger
Sub"), a Delaware corporation and a wholly owned subsidiary of Parametric, are
entering into an Agreement and Plan of Reorganization (the "Acquisition
Agreement"), which provides that, among other things, upon the terms and subject
to the conditions thereof, Merger Sub will be merged with and into
Computervision (the "Merger") with Computervision continuing as the surviving
corporation and as a wholly owned subsidiary of Parametric. Capitalized terms
used herein but not defined herein shall have the meanings set forth in the
Acquisition Agreement. As a condition and inducement to Parametric's
willingness to enter into the Acquisition Agreement, Parametric has required
that Computervision agree, and Computervision has so agreed, to grant to
Parametric an option to acquire shares of Computervision's Common Stock upon the
terms and subject to the conditions set forth herein.
Accordingly, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein and in the Acquisition Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option.
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Computervision hereby grants to Parametric an irrevocable option (the
"Option") to acquire up to 9,558,809 shares (the "Option Shares") of the Common
Stock, par value $.01 per share, of Computervision ("Computervision Shares")
(being 15% of the number of Computervision Shares outstanding as of the date
hereof) in the manner set forth below at a price of $4.00 per Computervision
Share (the "Exercise Price"), payable in cash. The number of Computervision
Shares that may be purchased upon exercise of this Option and the Exercise Price
are subject to adjustment as provided in Section 9. Notwithstanding the
foregoing, in no event shall the number of Computervision Shares for which the
Option is exercisable exceed 15% of the number of issued and outstanding
Computervision Shares.
2. Exercise of Option.
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(a) The Option may only be exercised by Parametric, in whole or in
part, at any time or from time to time, after the Acquisition Agreement becomes
terminable under circumstances which would entitle Parametric to a payment under
Section 7.3(d) of the Acquisition Agreement upon its termination, regardless of
whether the Acquisition Agreement is terminated pursuant to such provisions or
whether an Alternative Transaction is
consummated (any of the events specified in this sentence being referred to
herein as an "Exercise Event"). Computervision shall notify Parametric promptly
in writing of the occurrence of any Exercise Event, it being understood that the
giving of such notice by Computervision shall not be a condition to the right of
Parametric to exercise the Option. In the event Parametric wishes to exercise
the Option, Parametric shall deliver to Computervision a written notice (an
"Exercise Notice") specifying the total number of Option Shares it wishes to
acquire. Each closing of a purchase of Option Shares (a "Closing") shall occur
on a date and at a time designated by Parametric in an Exercise Notice delivered
at least two business days prior to the date of such Closing, which Closing
shall be held at the offices of counsel to Parametric. Upon the giving by
Parametric to Computervision of the Exercise Notice and the tender of the
applicable aggregate Exercise Price and provided that the conditions to
Computervision's obligation to issue the Option Shares to Parametric hereunder
set forth in Section 3 have been satisfied or waived, Parametric shall be deemed
to be the holder of record of the Option Shares issuable upon such exercise,
notwithstanding that the stock transfer book of Computervision shall then be
closed or that certificates representing such Option Shares shall not then be
actually delivered to Parametric.
(b) The Option shall terminate upon the earliest to occur of (i) the
Effective Date, (ii) 180 days following the termination of the Acquisition
Agreement pursuant to Article VII thereof, if an Exercise Event shall have
occurred on or prior to the date of such termination, and (iii) the date on
which the Acquisition Agreement is terminated pursuant to Article VII thereof if
an Exercise Event shall not have occurred on or prior to such date; provided,
however, with respect to the preceding clause (ii) of this sentence, that (x) if
the Option cannot be exercised by reason of any applicable government order or
because the waiting period related to the issuance of the Option Shares under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), if applicable, shall not have expired or been terminated, then the Option
shall not terminate until the tenth business day after such impediment to
exercise shall have been removed or shall have become final and not subject to
appeal and (y) if Sections 7.3(d)(ii) or (iii) of the Acquisition Agreement are
applicable, the Option shall not terminate until 30 days after the event
entitling Parametric to a payment thereunder.
3. Conditions to Closing.
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The obligation of Computervision to issue the Option Shares to
Parametric hereunder is subject to the conditions that (i) any waiting period
under the HSR Act applicable to the issuance of the Option Shares hereunder
shall have expired or been terminated; (ii) all consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any Federal,
state or local administrative agency or commission or other Federal, state or
local governmental authority or instrumentality, if any, required in connection
with the issuance of the Option Shares hereunder shall have been obtained or
made, as the case may be; and (iii) no preliminary or permanent injunction or
other order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect.
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4. Closing.
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At any Closing, (i) Computervision shall deliver to Parametric a single
certificate in definitive form representing the number of Option Shares
designated by Parametric in its Exercise Notice, such certificate to be
registered in the name of Parametric and to bear the legend set forth in Section
10 hereof, and (ii) Parametric shall pay to Computervision the aggregate
purchase price for the Computervision Shares so designated and being purchased
by wire transfer of immediately available funds or by delivery of a certified
check or bank check. At any Closing at which Parametric is exercising the
Option in part, Parametric shall present and surrender this Agreement to
Computervision, and Computervision shall deliver to Parametric an executed new
agreement with the same terms as this Agreement evidencing the right to purchase
the balance of the Computervision Shares constituting the Option Shares
purchasable hereunder. Computervision shall pay all expenses, and any and all
Federal, state and local transfer or issuance taxes, and other similar charges
that may be payable in connection with the preparation, issue and delivery of
stock certificates under this Section 4.
5. Representations and Warranties of Computervision.
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Computervision represents and warrants to Parametric that (i)
Computervision is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder; (ii) the execution and delivery of this Agreement by Computervision
and consummation by Computervision of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of
Computervision and no other corporate proceedings on the part of Computervision
are necessary to authorize this Agreement or any of the transactions
contemplated hereby; (iii) this Agreement has been duly executed and delivered
by Computervision and constitutes a legal, valid and binding obligation of
Computervision and, assuming this Agreement constitutes a legal, valid and
binding obligation of Parametric, is enforceable against Computervision in
accordance with its terms; (iv) except for any filings as may be required under
the HSR Act, Computervision has taken all necessary corporate and other action
to authorize and reserve for issuance and to permit it to issue upon exercise of
the Option, and at all times from the date hereof until the termination of the
Option will have reserved for issuance, a sufficient number of unissued
Computervision Shares for Parametric to exercise the Option in full and will
take all necessary corporate or other action to authorize and reserve for
issuance all additional Computervision Shares or other securities which may be
issuable pursuant to Section 9 upon exercise of the Option, all of which, upon
their issuance and delivery in accordance with the terms of this Agreement, will
be validly issued, fully paid and nonassessable and free of any preemptive
right; (v) upon delivery of the Option Shares and any other securities to
Parametric upon exercise of the Option or upon becoming deemed the holder of
record of the Option Shares and any other securities delivered to Parametric
upon exercise of the Option, Parametric will acquire such Option Shares or other
securities free and clear of all material claims, liens, charges, encumbrances
and security interests of any kind or nature whatsoever, excluding those imposed
by Parametric; (vi) the execution and delivery of this Agreement by
Computervision does not, and the performance of this Agreement by Computervision
will not, (A) violate the Certificate of Incorporation or
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By-Laws of Computervision, (B) conflict with or violate any law, ordinance or
regulation or any order, judgment, injunction, decree or other requirement of
any court, arbitrator, governmental or regulatory body applicable to
Computervision or any of its Subsidiaries or by which they or any of their
property is bound or (C) result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give rise to any right of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the property or assets of Computervision or any of its Subsidiaries pursuant to,
any contract or agreement to which Computervision or any of its Subsidiaries is
a party or by which Computervision or any of its Subsidiaries or any of their
property is bound, except, in the case of clauses (B) and (C) above, for
violations, conflicts, breaches, defaults, rights of termination, amendment,
acceleration or cancellation, liens or encumbrances which would not,
individually or in the aggregate, have a Computervision Material Adverse Effect;
(vii) the execution and delivery of this Agreement by Computervision does not,
and the performance of this Agreement by Computervision will not, require any
consent, approval, authorization or permit of, or filing with, or notification
to, any Governmental Entity except pursuant to the HSR Act, if applicable; and
(viii) none of Computervision, any of its affiliates or anyone acting on its or
their behalf, has issued, sold or offered any security of Computervision to any
person under circumstances that would cause the issuance and sale of the Option
Shares, as contemplated by this Agreement, to be subject to the registration
requirements of the Securities Act, as in effect on the date hereof, and,
assuming the representations and warranties of Parametric contained in clause
(iv) of Section are true and correct, the issuance, sale and delivery of the
Option Shares hereunder would be exempt from the registration and prospectus
delivery requirements of the Securities Act, as in effect on the date hereof
(and Computervision shall not take any action which would cause the issuance,
sale and delivery of the Option Shares hereunder not to be exempt from such
requirements).
6. Representations and Warranties of Parametric.
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Parametric represents and warrants to Computervision that (i)
Parametric is a corporation duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts and has the
corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder; (ii) the execution and delivery of this Agreement by
Parametric and the consummation by Parametric of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Parametric and no other corporate proceedings on the part of Parametric are
necessary to authorize this Agreement or any of the transactions contemplated
hereby; (iii) this Agreement has been duly executed and delivered by Parametric
and constitutes a legal, valid and binding obligation of Parametric and,
assuming this Agreement constitutes a legal, valid and binding obligation of
Computervision, is enforceable against Parametric in accordance with its terms;
and (iv) any Computervision Shares acquired upon exercise of the Option will not
be acquired by Parametric with a view to the public distribution thereof and
Parametric will not sell or otherwise dispose of such shares in violation of
applicable law or this Agreement.
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7. Certain Rights.
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(a) Put. At the request of Parametric at any time during the period
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during which the Option is exercisable pursuant to Section 2 (the "Purchase
Period"), Computervision (or any successor entity thereof) shall, subject to the
limitation set forth in Section 10, purchase from Parametric (x) all or any
portion of the Option at the price set forth in subparagraph (i) below or (y)
all or any portion of the Option Shares, if any, acquired by Parametric pursuant
to the Option, at the following price:
(i) The purchase price of the Option shall be the difference
between the "Market/Offer Price" (as defined below) for Computervision
Shares as of the date Parametric gives notice of its intent to exercise its
rights under this Section 7 and the Exercise Price, multiplied by the
number of Option Shares purchasable pursuant to the Option (or portion
thereof with respect to which Parametric is exercising its rights under
this Section 7), but only if the Market/Offer Price is greater than the
Exercise Price. For purposes of this subparagraph (i), "Market/Offer
Price" shall mean, as of any date, the higher of (x) the highest price per
share offered as of such date pursuant to any Alternative Transaction which
would have entitled Parametric to a payment under Section 7.3(d) of the
Acquisition Agreement and which was initiated prior to such date and not
terminated or withdrawn as of such date and (y) the Fair Market Value (as
defined below) of the Computervision Shares as of such date. For purposes
of this Agreement, the "Fair Market Value" of the Computervision Shares
shall mean the average closing sale price of Computervision Shares on the
New York Stock Exchange during the five (5) trading days ending on the
trading day immediately preceding the date Parametric gives notice of its
intent to exercise its rights under this Section 7.
(ii) The purchase price of the Option Shares shall be the sum of
(x) the Exercise Price paid by Parametric for Option Shares acquired
pursuant to the Option plus (y) the difference between the Fair Market
Value for Computervision Shares and such Exercise Price (but only if the
Fair Market Value is greater than the Exercise Price) multiplied by the
number of Computervision Shares so purchased.
(b) Payment and Redelivery of Shares. In the event Parametric
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exercises its rights under Section 7(a), Computervision shall, within ten
business days after Parametric delivers notice pursuant to Section 7(a) (which
notice may be delivered prior to consummation of the exercise of the Option),
pay the required amount to Parametric in immediately available funds and
Parametric shall surrender to Computervision the Option or the certificates
evidencing the Computervision Shares purchased by Parametric pursuant thereto,
and Parametric shall represent and warrant that it owns such Computervision
Shares and that such Computervision Shares are then free and clear of all
claims, liens, charges, encumbrances and security interests of any kind or
nature whatsoever.
(c) Repurchase Price Reduced at Parametric's Option. In the event the
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repurchase price specified in Section 7(a) would subject the purchase of the
Option or the Option Shares purchased by Parametric pursuant to the Option to a
vote of the shareholders of Computervision pursuant to applicable law or
Computervision's Certificate of
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Incorporation then Parametric may, at its election, reduce the repurchase price
to an amount which would permit such repurchase without the necessity for such a
shareholder vote.
8. Registration Rights.
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(a) Following the termination of the Acquisition Agreement, Parametric
may by written notice (a "Registration Notice") to Computervision request
Computervision to register under the Securities Act all or any part of the
shares acquired by Parametric pursuant to this Agreement (the "Registrable
Securities") in order to permit the sale or other disposition of such shares
pursuant to a bona fide firm commitment underwritten public offering.
(b) Computervision shall use its best efforts to effect, as promptly
as practicable, the registration under the Securities Act of the Registrable
Securities; provided, however, that (i) Parametric shall not be entitled to more
than an aggregate of two effective registration statements hereunder and (ii)
Computervision will not be required to file any such registration statement
during any period of time (not to exceed 40 days after a Registration Notice in
the case of clause (A) below or 90 days after a Registration Notice in the case
of clauses (B) and (C) below) when (A) Computervision is in possession of
material non-public information which it reasonably believes would be
detrimental to be disclosed at such time and, in the written opinion of counsel
to Computervision, such information would have to be disclosed if a registration
statement were filed at that time; (B) Computervision is required under the
Securities Act to include audited financial statements for any period in such
registration statement and such financial statements are not yet available for
inclusion in such registration statement; or (C) Computervision determines, in
its reasonable judgment, that such registration would interfere with any
financing, acquisition or other material transaction involving Computervision.
If consummation of the sale of any Registrable Securities pursuant to a
registration hereunder does not occur within 180 days after the filing with the
SEC of the initial registration statement therefor, the provisions of this
Section 8 shall again be applicable to any proposed registration, it being
understood that Parametric shall be entitled to no more than an aggregate of two
effective registration statements hereunder. Computervision shall use all
reasonable efforts to cause any Registrable Securities registered pursuant to
this Section 8 to be qualified for sale under the securities or blue sky laws of
such jurisdictions as Parametric may reasonably request and shall continue such
registration or qualification in effect in such jurisdictions; provided,
however, that Computervision shall not be required to qualify to do business in,
or consent to general service of process in, any jurisdiction by reason of this
provision.
(c) The registration rights set forth in this Section 8 are subject to
the condition that Parametric shall provide Computervision with such information
with respect to Parametric's Registrable Securities, the plan for distribution
thereof, and such other information with respect to Parametric as is necessary
to enable Computervision to include in a registration statement all material
facts required to be disclosed with respect to a registration thereunder.
(d) A registration effected under this Section 8 shall be effected at
Computervision's expense, except for underwriting discounts and commissions and
the fees
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and expenses of counsel to Parametric, and Computervision shall provide to the
underwriters such documentation (including certificates, opinions of counsel and
"comfort" letters from auditors) as are customary in connection with
underwritten public offerings and as such underwriters may reasonably require.
In connection with any registration, the parties agree (i) to indemnify each
other and the underwriters in the customary manner, (ii) to enter into an
underwriting agreement in form and substance customary for transactions of this
type with the underwriters participating in such offering, and (iii) to take all
further actions which shall be reasonably necessary to effect such registration
and sale (including if the managing underwriter deems it necessary,
participating in road show presentations).
9. Adjustment Upon Changes in Capitalization.
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In the event of any change in the Computervision Shares by reason of
stock dividends, split-ups, mergers (other than the Merger), recapitalizations,
combinations, exchanges of shares and the like, the type and number of shares or
securities subject to the Option, and the Exercise Price, shall be adjusted
appropriately, and proper provision shall be made in the agreements governing
such transaction so that Parametric shall receive, upon exercise of the Option,
the number and class of shares or other securities or property that Parametric
would have received in respect of the Computervision Shares if the Option had
been exercised immediately prior to such event or the record date therefor, as
applicable.
10. Profit Limitation.
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(a) Notwithstanding any other provision of this Agreement, in no event
shall Parametric's Total Profit (as hereinafter defined) exceed $18 million and,
if it otherwise would exceed such amount, Parametric, at its sole election,
shall either (a) deliver to Computervision for cancellation Option Shares
previously purchased by Parametric, (b) pay cash to Computervision or (c)
undertake any combination thereof, so that Parametric's Total Profit shall not
exceed $18 million after taking into account the foregoing actions.
(b) Notwithstanding any other provision of this Agreement, the Option
may not be exercised for a number of Option Shares as would, as of the date of
the Exercise Notice, result in a Notional Total Profit (as hereinafter defined)
of more than $18 million and, if exercise of the Option otherwise would exceed
such amount, Parametric, at its discretion, may increase the Exercise Price for
the number of Computervision Shares set forth in the Exercise Notice so that the
Notional Total Profit shall not exceed $18 million.
(c) As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i) the amount of cash received by
Parametric pursuant to Sections 7.3(c) and (d) of the Acquisition Agreement,
(ii) the amount of cash received by Parametric pursuant to the exercise of the
put right with respect to the Option under Section 7(a)(i) and (iii) (x) the net
cash amounts received by Parametric pursuant to the sale of Option Shares (or
any other securities into which such Option Shares are converted or exchanged)
to Computervision or any unaffiliated party, less (y) Parametric's purchase
price for such Option Shares.
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(d) As used herein, the term "Notional Total Profit" with respect to
any number of Option Shares as to which Parametric may propose to exercise the
Option shall be the Total Profit determined as of the date of the Exercise
Notice assuming that the Option was exercised on such date for such number of
Option Shares and assuming that such Option Shares, together with all other
Computervision Shares held by Parametric and its affiliates as of such date,
were sold for cash at the closing market price for the Computervision Shares as
of the close of business on the preceding trading day (less customary brokerage
commissions).
(e) Notwithstanding the foregoing, the Option may not be exercised if
Parametric is in breach in any material respect of any of its covenants or
agreements contained in the Acquisition Agreement.
11. Restrictive Legends.
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Each certificate representing Option Shares issued to Parametric
hereunder shall include a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF NOVEMBER 3,
1997, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.
12. Listing and HSR filing.
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Computervision, upon the request of Parametric, shall promptly file an
application to list the Computervision Shares to be acquired upon exercise of
the Option for quotation on the New York Stock Exchange and shall use its best
efforts to obtain approval of such listing as soon as practicable. Promptly
after the date such a filing is permitted to be made, each of the parties hereto
shall file with the Federal Trade Commission and the Antitrust Division of the
United States Department of Justice all required premerger notification and
report forms and other documents and exhibits required to be filed under the HSR
Act, if any, to permit the acquisition of the Computervision Shares subject to
the Option at the earliest possible date.
13. Effect.
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This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Nothing
contained in this Agreement, express or implied, is intended to confer upon any
person other than the parties hereto and their respective successors and
permitted assigns any rights or remedies of any nature whatsoever by reason of
this Agreement. Certificates representing shares sold in a
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registered public offering pursuant to Section 8 shall not be required to bear
the legend set forth in Section 11.
14. Specific Performance.
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The parties recognize and agree that if for any reason any of the
provisions of this Agreement are not performed in accordance with their specific
terms or are otherwise breached, immediate and irreparable harm or injury would
be caused for which money damages would not be an adequate remedy. Accordingly,
each party agrees that in addition to other remedies the other party shall be
entitled to an injunction restraining any violation or threatened violation of
the provisions of this Agreement. In the event that any action shall be brought
in equity to enforce the provisions of the Agreement, neither party will allege,
and each party hereby waives the defense, that there is an adequate remedy at
law.
15. Entire Agreement.
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This Agreement and the Acquisition Agreement (including the appendices
and exhibits thereto) constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all other prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof.
16. Further Assurances.
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Each party will execute and deliver all such further documents and
instruments and take all such further action as may be necessary in order to
constitute the transactions contemplated hereby.
17. Validity.
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The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of the other provisions of this
Agreement, which shall remain in full force and effect. In the event any
Governmental Entity of competent jurisdiction holds any provision of this
Agreement to be null, void or unenforceable, the parties hereto shall negotiate
in good faith and shall execute and deliver an amendment to this Agreement in
order, as nearly as possible, to effectuate, to the extent permitted by law, the
intent of the parties hereto with respect to such provision.
18. Notices.
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All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or by commercial delivery service,
or sent via telecopy (receipt confirmed) to the parties at the following
addresses or telecopy numbers (or at such other address or telecopy numbers for
a party as shall be specified by like notice):
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(a) if to Parametric, to:
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
Attention: Chairman and Chief Executive Officer
Telephone No.: (617) 398-5000
Telecopy No.: (617) 398-5662
with a copy at the same address to the attention of the General
Counsel, and
with a copy to: Palmer & Dodge LLP
One Beacon Street
Boston, MA 02108
Attn: Stanley Keller, Esq.
Telephone No.: (617) 573-0100
Telecopy No.: (617) 227-4420
(b) if to Computervision, to:
Computervision Corporation
100 Crosby Drive
Bedford, MA 01730-1480
Attention: President
Telephone No.: (617) 275-1800
Telecopy No.: (617) 743-1755
with a copy at the same address to the attention of the General
Counsel, and
with a copy to: Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: Paul P. Brountas, Esq.
Telephone No.: (617) 526-6000
Telecopy No.: (617) 526-5000
19. Governing Law.
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This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts applicable to agreements made and
to be performed entirely within such state.
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20. Counterparts.
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This Agreement may be executed in two counterparts, each of which
shall be deemed to be an original, but both of which, taken together, shall
constitute one and the same instrument.
21. Expenses.
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Except as otherwise expressly provided herein or in the Acquisition
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses.
22. Amendments; Waiver.
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This Agreement may be amended by the parties hereto and the terms and
conditions hereof may be waived only by an instrument in writing signed on
behalf of each of the parties hereto, or, in the case of a waiver, by an
instrument signed on behalf of the party waiving compliance.
23. Assignment.
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Neither of the parties hereto may sell, transfer, assign or otherwise
dispose of any of its rights or obligations under this Agreement or the Option
created hereunder to any other person, without the express written consent of
the other party, except that Parametric may (a) assign any of its rights
hereunder to any affiliate and (b) assign its registration rights under Section
8 to any subsequent holder of Option Shares other than a holder who acquired
such shares in a sale that was either registered under the Securities Act or
pursuant to SEC Rule 144 under the Securities Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Edwin J. Gillis
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Name: Edwin J. Gillis
Title: Executive Vice President, Chief Financial
Officer and Treasurer
COMPUTERVISION CORPORATION
By: /s/ Anthony N. Fiore, Jr.
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Name: Anthony N. Fiore, Jr.
Title: Vice President of Business Operations, General
Counsel
[Signature Page to Stock Option Agreement]
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