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Exhibit 10.11
As Amended 11/96
IPL SYSTEMS, INC.
1996 CONSOLIDATED EQUITY INCENTIVE PLAN
1. Purpose.
The purpose of the IPL Systems, Inc. 1996 Equity Incentive Plan (the
"PLAN") is to attract and retain key personnel of IPL Systems, Inc. (the
"COMPANY") and its affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-term
growth of the Company by the granting of awards ("AWARDS") with respect to the
Company's Class A Common Stock, $0.01 par value (the "COMMON STOCK"). The option
granted by the Company to one of its employees in December 1995 with respect to
115,000 shares of the Common Stock (the "1995 Equity Plan") shall be
consolidated with and subject to the Plan for all purposes, and shall be amended
and restated in its entirety so as to be consistent with the terms of the Plan
and incentive stock options granted under the Plan to the extent such terms do
not adversely affect the rights and privileges of the holder of the option
granted under the 1995 Equity Plan.
2. Administration.
The Plan will be administered by a committee of not less than two members
of the Board of Directors of the Company appointed by the Board to administer
the Plan (the "COMMITTEE"); provided, however, that in any instance the Board of
Directors may take any action delegated hereunder to the Committee. Each member
of the Committee will be a "Non-Employee Director" or the equivalent within the
meaning of Rule 16b-3(b)(3)(i) under the Securities Exchange Act of 1934, as
amended from time to time (the "EXCHANGE ACT"). The Committee will select those
persons to receive Awards under the Plan ("PARTICIPANTS") and will determine the
terms and conditions of all Awards. The Committee will have authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the operation of the Plan as it from time to time considers advisable, and to
interpret the provisions of the Plan. The Committee's decisions will be final
and binding. To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers of the Company the power to make
Awards to Participants who are not subject to Section 16 of the Exchange Act and
all determinations under the Plan with respect thereto, provided that the
Committee will fix the maximum amount of such Awards for all such Participants
and a maximum for any one Participant.
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3. Eligibility.
All employees, directors and consultants of the Company (or any business
entity in which the Company owns directly or indirectly 50% or more of the total
voting power or has a significant financial interest as determined by the
Committee) capable of contributing significantly to the successful performance
of the Company, other than an employee who has irrevocably elected not to be
eligible, are eligible to be Participants in the Plan.
4. Types of Awards.
(a) Stock Options. The Committee may grant options ("STOCK OPTIONS") to
purchase shares of Common Stock upon such terms and conditions as the Committee
determines. Stock Options may include both incentive stock options that comply
with the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time (the "CODE") and nonstatutory stock options that are
not intended to comply with such requirements. No incentive stock option may be
granted under the Plan more than ten years after the effective date of the Plan.
Payment of the exercise price may be made in cash or, to the extent permitted by
the Committee at or after the grant of the Stock Option, in whole or in part by
delivery of a note or shares of Common Stock owned by the optionee or by
retaining shares otherwise issuable pursuant to the Stock Option, in each case
valued at fair market value on the date of delivery or retention, or such other
lawful consideration as the Committee may determine.
(b) Stock Appreciation Rights. The Committee may grant stock appreciation
rights ("SARS") upon such terms and conditions as the Committee determines. SARs
are rights to receive any excess in value of shares of Common Stock over the
exercise price. The Committee will determine at the time of grant or thereafter
whether SARs are to be settled in cash, Common Stock or other securities of the
Company, other Awards or other property.
5. Stock Available for Awards.
(a) Amount. Subject to adjustment under subsection (b), Awards may be made
under the Plan for up to 650,000 shares of Common Stock. If any Award expires or
is terminated unexercised or is forfeited or settled in a manner that results in
fewer shares outstanding than were awarded, the shares subject to such Award, to
the extent of such expiration, termination, forfeiture or decrease, will again
be available for award under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired company will
not reduce the shares available for Awards under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
(b) Adjustment. In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
change affects the
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Common Stock such that an adjustment is required in order to preserve the
benefits intended to be provided by the Plan, then the Committee (subject in the
case of incentive stock options to any limitation required under the Code) will
equitably adjust any or all of (i) the number and kind of shares for which
Awards may be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards and (iii) the exercise price with respect to any of the
foregoing. In making such adjustments, the Committee may ignore fractional
shares so that the number of shares subject to any Award will be a whole number.
If considered appropriate, the Committee may make provision for a cash payment
with respect to all or part of an outstanding Award instead of or in addition to
any such adjustment.
(c) Limit on Individual Grants. Subject to adjustment under subsection (b),
the maximum number of shares of Common Stock subject to Stock Options and SARs
that may be granted to any Participant in the aggregate will not exceed 250,000
shares.
6. General Provisions Applicable to Awards.
(a) Awards at Fair Market Value. The Committee will establish the exercise
price of an Award at the time the Award is granted. The exercise price will not
be less than 100% of the fair market value of the Common Stock on the date of
the Award, provided that (i) in the case of a nonstatutory Stock Option or an
SAR granted to a new employee of the Company within 90 days of the date of
employment, the exercise price may be less than 100% of fair market value on the
date of such Award so long as such price is not less than 100% of fair market
value at the date of employment and (ii) in the case of an SAR granted in tandem
with a Stock Option, the exercise price may be less than 100% of fair market
value on the date of such Award so long as such exercise price is not less than
the exercise price of the related Stock Option.
(b) Fair Market Value. The fair market value of the Common Stock or any
other property will be the fair market value of such property as determined by
the Committee in good faith or in the manner established by the Committee from
time to time.
(c) Limitations on Transferability. Awards will not be transferable by the
Participant other than by will or the laws of descent and distribution and are
exercisable during such person's lifetime only by such person or by such
person's guardian or legal representative; provided, however, that the Committee
may, in its discretion, waive such restriction in any case.
(d) Documentation. Each Award under the Plan will be evidenced by a writing
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Committee considers necessary or advisable to achieve the
purposes of the Plan. These terms and conditions may include performance
criteria, vesting requirements, restrictions on transfer and payment rules. The
Committee may establish the terms and conditions at the time the Award is
granted or may provide that such terms and conditions will be determined at
anytime thereafter.
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(e) Committee Discretion. Each type of Award may be made alone, in addition
to or in relation to any other Award. SARs granted in tandem with a Stock Option
will terminate to the extent that the related Stock Option is exercised, and the
related Stock Option will terminate to the extent that the tandem SARs are
exercised. The terms of each type of Award need not be identical, and the
Committee need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to an Award may
be made by the Committee at the time of grant or at any time thereafter.
(f) Dividends and Cash Awards. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest and (ii) cash
payments in lieu of or in addition to an Award.
(g) Termination of Employment. The Committee will determine the effect on
an Award of the disability, death, retirement or other termination of employment
of a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or beneficiary may receive payment
of an Award or exercise rights thereunder. A Participant may designate a
beneficiary in a manner determined by the Committee. In the absence of an
effective designation, a Participant's beneficiary will be the Participant's
estate.
(h) Change in Control. In order to preserve a Participant's rights under an
Award in the event of a change in control of the Company, the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or payment of the Award, (ii) provide for
payment to the Participant of cash or other property with a fair market value
equal to the amount that would have been received upon the exercise or payment
of the Award had the Award been exercised or paid upon the change in control,
(iii) adjust the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or (v) make such other provision as the
Committee may consider equitable to the Participant and in the best interests of
the Company.
(i) Loans. The Committee may authorize the making of loans or cash payments
to Participants in connection with the grant or exercise of any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying such Award (provided that the loan will not exceed the fair market
value of the security underlying such Award), and which may be forgiven upon
such terms and conditions as the Committee may establish at the time of such
loan or at any time thereafter.
(j) Withholding Taxes. The Participant will pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in
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part in shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at fair market value on the date of
delivery. The Company and its affiliates may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to
the Participant.
(k) Foreign Nationals. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or to comply with applicable
laws.
(l) Amendment of Award. The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type and changing the date of exercise or realization, provided that
the Participant's consent to such action will be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
7. Miscellaneous.
(a) No Right To Employment. No person will have any claim or right to be
granted an Award. Neither the Plan nor any Award hereunder will be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.
(b) No Rights As Shareholder. Subject to the provisions of the applicable
Award, no Participant or beneficiary will have any rights as a shareholder with
respect to any shares of Common Stock to be distributed under the Plan until he
or she becomes the holder thereof. A Participant to whom Common Stock is awarded
will be considered the holder of such Common Stock at the time of the Award
except as otherwise provided in the applicable Award.
(c) Effective Date. The Plan will be effective on March 21, 1996.
(d) Amendment of Plan. The Board of Directors of the Company may amend,
suspend or terminate the Plan or any portion thereof at any time, subject to any
shareholder approval that the Board determines to be necessary or advisable.
(e) Governing Law. The provisions of the Plan will be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.
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This Plan was adopted by the Board of Directors on March 21, 1996 and amended on
November 1, 1996. This Plan was adopted by the shareholders of the Company on
May 29, 1996.
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