EXHIBIT (e)(9)
VIEWLOGIC SYSTEMS, INC.
EXECUTIVE INCENTIVE STOCK OPTION AGREEMENT
1. Grant of Option.
This agreement evidences the grant by Viewlogic Systems, Inc., a
Delaware corporation (the "Company"), on the effective date set forth in the
attached Notice of Grant of Stock Option and Option Agreement (the "Grant Date")
to the person named in the attached Notice of Grant of Stock Option and Option
Agreement, an employee of the Company (the "Participant"), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company's
_______ Plan (the "Plan"), a total of the number of shares set forth in the
attached Notice of Grant of Stock Option and Option Agreement (the "Shares") of
common stock, $0.001 par value per share, of the Company ("Common Stock") at the
price per Share set forth in the attached Notice of Grant of Stock Option and
Option Agreement. Unless earlier terminated, this option shall expire on the
tenth anniversary of the Grant Date (the "Final Exercise Date").
It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Exercise, Vesting Schedule.
This option shall be exercisable in full or in part at any time and
from time to time after the Grant Date. The right of exercise shall be
cumulative so that to the extent the option is not exercised at any time for the
total number of Shares covered by this option it shall continue to be
exercisable, in whole or in part, with respect to all Shares for which this
option has not been exercised, until the earlier of the Final Exercise Date or
the termination of this option under the Plan or this Section 2. This option
shall expire upon, and will not be exercisable after, the Final Exercise Date.
(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan, including without limitation delivery of a promissory note
of the Participant to the Company on terms determined by the Company's Board of
Directors (the "Board"), provided that such note shall be secured only by the
Shares purchased by Participant and shall be non-recourse to the extent of fifty
percent of the principal amount of such note. The Participant may purchase less
than the number of Shares
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covered hereby, provided that no partial exercise of this option may be for any
fractional share or for fewer than ten whole shares.
(b) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 2, this option may not be exercised unless
the Participant, at the time he or she exercises this option, is, and has been
at all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the Shares are not subject to the Purchase Option set forth in Section 3 below.
(d) Exercise Period Upon Death or Disability. If the Participant dies
or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior
to the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as defined in paragraph
3 below, this option shall be exercisable, within the period of one year
following the date of death or disability of the Participant by the Participant;
provided that this option shall not be exercisable after the Final Exercise Date
and provided that this option shall be exercisable only to the extent that the
Shares are not subject to the Purchase Option set forth in Section 3 below. If
the Participant has been, for a period of six continuous months prior to the
Final Exercise Date and while he or she also has been an Eligible Participant,
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment (and such impairment does not
constitute "disability" within the meaning of Section 22(e)(3) of the Code), and
the Participant's relationship with the Company is terminated by the Company
(other than for "cause" as defined in paragraph 3 below), this option shall be
exercisable by the Participant within the period of six months following the
termination of Participant's relationship with the Company, provided that (1)
this option shall not be exercisable after the Final Exercise Date and (2) the
exercise of this option more than three months after the termination of
Participant's employment shall cause this option to lose its status as an
incentive stock option as defined in Section 422 of the Code and (3) this option
shall be exercisable only to the extent that the Shares are not subject to the
Purchase Option set forth in Section 3 below.
(e) Discharge for Cause. If the Participant, prior to the Final
Exercise Date, is discharged by the Company for "cause" (as defined in Section 3
(a) below), the right to exercise this option shall terminate immediately upon
the effective date of such discharge. The Participant shall be considered to
have been discharged for "cause" if the Company determines, within 30 days after
the Participant's resignation, that discharge for cause was warranted.
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3. Purchase Option.
The Participant agrees that the Shares purchased upon the exercise of
this option shall be subject to the Purchase Option set forth in this Section 3,
the right of first refusal set forth in Section 6 of this Agreement and the
restrictions on transfer set forth in Section 5 of this Agreement.
In the event that the Participant ceases to be an Eligible Participant
for any reason or no reason, with or without cause, prior to October 2, 2002,
the Company shall have the right and option (the "Purchase Option") to
purchase from the Participant, for the same price per share as paid by the
Participant for such Shares (the "Option Price"), some or all of the Unvested
Shares (as defined below). For the purposes of this Agreement, "cause" for
termination shall be deemed to exist upon a reasonable determination by the
Company of willful misconduct by the Participant or willful failure by the
Participant to perform his responsibilities to the Company (including, without
limitation, a material breach by the Participant of any employment,
consulting, advisory, nondisclosure, noncompetition or other similar agreement
between the Participant and the Company). The Participant shall be considered
to have been discharged for "cause" if the Company determines, within 30 days
after the Participant's resignation, that discharge for cause was warranted.
"Unvested Shares" means the total number of Shares multiplied by the
Applicable Percentage at the time the Purchase Option becomes exercisable by the
Company. The "Applicable Percentage" shall be:
(1) zero percent (0%), if in connection with or within 24 months
subsequent to a change in control (as defined below) the Participant's
employment with the Company is terminated by the Company without cause
or by the Participant for good reason (as defined below), with ten (10)
days prior written notice given by the Participant to the Company in
the case of termination by the Participant for good reason;
(2) (i) 50% during the 24 month period ending October 2, 2000, (ii) 50%
less 2.08334% for each full one month of the Participant being an
Eligible Participant from and after October 2, 2000, and (iii) 0% on
and after October 2, 2002; if the Participant ceases to be an Eligible
Participant as a result of the Company's actions without cause prior to
and not in connection with a change in control; and
(3) (i) 100% during the 12 month period ending October 2, 1999, (ii)
75% less 2.08334% for each full one month of the Participant being an
Eligible Participant from and after October 2, 1999, and (iii) 0% on
and after October 2, 2002; if the Participant ceases to be an Eligible
Participant for reasons other than as applicable under clauses 3 (1)
and (2) above.
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For the purposes of this Agreement, "good reason" shall mean
the occurrence, without the Participant's prior written consent, of any of the
events or circumstances set forth in clauses (i) through (vi) below.
Notwithstanding the occurrence of any such event or circumstance, such
occurrence shall not be deemed to constitute good reason if, prior to the date
of termination, such event or circumstance has been fully corrected and the
Participant has been reasonably compensated for any losses or damages resulting
therefrom (provided that such right of correction by the Company shall only
apply to the first notice of termination at the election of the Participant for
good reason).
(i) Any significant diminution in the Participant's
duties, responsibilities or authority in effect immediately prior to the
earliest to occur of (A) the date on which a change in control of the Company
occurs, (B) the date of the execution of an initial written agreement or
instrument providing for a change in control of the Company or (C) the date of
the adoption by the Board of a resolution providing for a change in control of
the Company (with the earliest to occur of such dates referred to herein as the
"Measurement Date").
(ii) Any reduction in the annual base salary as in
effect on the Measurement Date or as the same may be increased from time to time
thereafter.
(iii) The failure by the Company to (A) continue in
effect any material compensation or benefit plan or program (each, a "Benefit
Plan") in which the Participant participates or which is applicable to the
Participant immediately prior to the Measurement Date, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan or reasonable
cash compensation in lieu thereof) has been made with respect to such plan or
program, (B) continue the Participant's participation in a Benefit Plan (or in
such substitute or alternative plan or make reasonable cash compensation in lieu
thereof) on a basis not materially less favorable, both in terms of the amount
of benefits provided and the level of the Participant's participation relative
to other participants, than the basis existing immediately prior to the
Measurement Date or (C) award cash bonuses to the Participant in amounts and in
a manner substantially consistent with past practice in light of the Company's
financial performance.
(iv) A change by the Company in the location at which
the Participant performs the Participant's principal duties for the Company to a
new location that is either (A) outside a radius of 35 miles from the
Participant's principal residence immediately prior to the Measurement Date or
(B) more than 30 miles from the location at which the Participant performs his
or her principal duties for the Company immediately prior to the Measurement
Date and (C) which results in an increase of at least fifteen miles in the
Participant's daily commuting distance; or a requirement by the Company that the
Participant travel on Company business to a substantially greater extent than
required immediately prior to the Measurement Date.
(v) The failure by the Company to obtain the
agreement, in a form reasonably satisfactory to the Participant, from any
successor to the Company to assume and
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agree to perform this Agreement to the same extent that the Company would be
required to perform it if no such succession had taken place.
(vi) Any failure of the Company to pay or provide to
the Participant any portion of the Participant's compensation or benefits due
under any Benefit Plan within seven days of the date such compensation or
benefits are due, or any material breach by the Company of any employment
agreement with the Participant.
For purposes of this Agreement, "change in control" shall mean
the occurrence of any of the events or circumstances set forth in clauses (I)
through (IV) below.
(I) the acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership of any capital stock of the Company if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (A) the then-outstanding shares of Common
Stock (the "Outstanding Common Stock") or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Voting Securities") provided,
however, that for such purposes, the following acquisitions shall not constitute
a Change in Control: (v) any acquisition directly from the Company, (w) any
acquisition by any of the holders of the Company's Series A Voting Preferred
Stock, $0.001 par value per share, or Series A-1 Non-Voting Preferred Stock,
$0.001 par value per share, on the date hereof, (x) any acquisition by the
Company, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or (z) any acquisition by any corporation pursuant to a transaction
which complies with all of clauses (A), (B) and (C) of subparagraph (III) of
this Section 3.
(II) Individuals who, as of the date hereof,
constitute the members of the Board (the "Incumbent Directors") ceasing for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least a majority of the Incumbent Directors then in office shall be deemed
to be an Incumbent Director (except that this proviso shall not apply to any
individual whose initial election as a director occurs as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board).
(III) The consummation of a reorganization,
recapitalization, merger or consolidation involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), unless, immediately following such Business
Combination, each of the following three conditions is satisfied: (A) all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Common
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Stock and Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, respectively of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of
the Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Common Stock
and Outstanding Voting Securities, respectively, (B) no Person (excluding the
Acquiring Corporation or any employee benefit plan (or related trust) maintained
or sponsored by the Company or the Acquiring Corporation) beneficially owns,
directly or indirectly, 50% or more of the then outstanding shares of common
stock of the Acquiring Corporation or of the combined voting power of the
then-outstanding voting securities of such corporation (except to the extent
that such ownership existed prior to the Business Combination) and (C) a
majority of the members of the board of directors of the Acquiring Corporation
were Incumbent Directors at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination.
(IV) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
4. Exercise of Purchase Option and Closing.
(a) The Company may exercise the Purchase Option by delivering or
mailing to the Participant (or his estate), within 60 days after the Participant
ceases to be an Eligible Participant, a written notice of exercise of the
Purchase Option (the "Notice of Exercise"). The Notice of Exercise shall specify
the number of Shares to be purchased. If and to the extent the Purchase Option
is not so exercised by the giving of the Notice of Exercise within such 60-day
period, the Purchase Option shall automatically expire and terminate effective
upon the expiration of such 60-day period.
(b) Within 10 days after receipt by the Participant of the Notice of
Exercise, the Participant (or his estate) shall tender to the Company at its
principal offices the certificate or certificates representing the Shares which
the Company has elected to purchase in accordance with the terms of this
Agreement, duly endorsed in blank or with duly endorsed stock powers attached
thereto, all in form suitable for the transfer of such Shares to the Company.
Immediately upon receipt of such certificate or certificates, the Company shall
(i) pay to the Participant the aggregate Option Price for such Shares and (ii)
issue to the Participant one or more certificates registered in the name of the
Participant for that number of Shares not purchased by the Company pursuant to
such Notice of Exercise.
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(c) The Option Price may be payable, at the option of the Company, in
cancellation of all or a portion of any outstanding indebtedness of the
Participant to the Company or in cash (by certified check) or both.
(d) The Company shall not purchase any fraction of a Share upon
exercise of the Purchase Option, and any fraction of a Share resulting from a
computation made pursuant to Section 3 of this Agreement shall be rounded to the
nearest whole Share (with any one-half Share being rounded upward).
5. Restrictions on Transfer.
The Participant shall not sell, assign, transfer, pledge, hypothecate
or otherwise dispose of, by operation of law or otherwise (collectively
"transfer"):
(a) any Shares, or any interest therein, that are subject to the
Purchase Option or with respect to which the Purchase Option may become
exercisable, except that the Participant may transfer such Shares to or for the
benefit of any spouse, child or grandchild, or to a trust for any of their
benefit, provided that such Shares shall remain subject to this Agreement
(including, without limitation, the restrictions on transfer set forth in this
Section 5, the Purchase Option and the right of first refusal set forth in
Section 6 below) and such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument confirming that such
transferee shall be bound by all of the terms and conditions of this Agreement;
or
(b) any Shares, or any interest therein, that are no longer subject to
the Purchase Option, except in accordance with Section 6 below.
6. Right of First Refusal.
(a) If the Participant proposes to sell, assign, transfer, pledge,
hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively, "transfer") any Shares acquired upon exercise of this option,
then the Participant shall first give written notice of the proposed transfer
(the "Transfer Notice") to the Company. The Transfer Notice shall name the
proposed transferee and state the number of such Shares the Participant proposes
to transfer (the "Offered Shares"), the price per share and all other material
terms and conditions of the transfer.
(b) For 30 days following its receipt of such Transfer Notice, the
Company shall have the option to purchase all (but not less than all) of the
Offered Shares at the price and upon the terms set forth in the Transfer Notice.
In the event the Company elects to purchase all of the Offered Shares, it shall
give written notice of such election to the Participant within such 30-day
period. Within 10 days after his receipt of such notice, the Participant shall
tender to the Company at its principal offices the certificate or certificates
representing the Offered Shares, duly endorsed in blank by the Participant or
with duly endorsed stock powers attached thereto, all in a form suitable for
transfer of the Offered Shares to the Company. Upon receipt of such
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certificate or certificates, the Company shall deliver to the Participant a
certified check in payment of the purchase price for the Offered Shares;
provided that if the terms of payment set forth in the Transfer Notice were
other than cash against delivery, the Company may pay for the Offered Shares on
the same terms and conditions as were set forth in the Transfer Notice.
(c) At and after the time at which the Offered Shares are required to
be delivered to the Company for transfer to the Company pursuant to subsection
(b) above, the Company shall not pay any dividend to the Participant on account
of such Shares or permit the Participant to exercise any of the privileges or
rights of a stockholder with respect to such Offered Shares, but shall, in so
far as permitted by law, treat the Company as the owner of such Offered Shares.
(d) If the Company does not elect to acquire all of the Offered Shares,
the Participant may, within the 30-day period following the expiration of the
option granted to the Company under subsection (b) above, transfer the Offered
Shares to the proposed transferee, provided that such transfer shall not be on
terms and conditions more favorable to the transferee than those contained in
the Transfer Notice. Notwithstanding any of the above, all Offered Shares
transferred pursuant to this Section 6 shall remain subject to the right of
first refusal set forth in this Section 6 and such transferee shall, as a
condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and
conditions of this Section 6.
(e) The following transactions shall be exempt from the provisions of
this Section 6:
(1) any transfer of Shares to or for the benefit of any
spouse, child or grandchild of the Participant, or to a trust for their benefit;
(2) any transfer pursuant to an effective registration
statement filed by the Company under the Securities Act of 1933, as amended (the
"Securities Act"); and
(3) any transfer of the Shares pursuant to the sale of all or
substantially all of the business of the Company;
provided, however, that in the case of a transfer pursuant to clause (1) above,
such Shares shall remain subject to the right of first refusal set forth in this
Section 6 and such transferee shall, as a condition to such transfer, deliver to
the Company a written instrument confirming that such transferee shall be bound
by all of the terms and conditions of this Section 6.
(f) The Company may assign its rights to purchase Offered Shares in any
particular transaction under this Section 6 to one or more persons or entities.
(g) The provisions of this Section 6 shall terminate upon the earlier
of the following events:
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(1) the closing of the sale of shares of Common Stock in an
underwritten public offering pursuant to an effective registration statement
filed by the Company under the Securities Act; or
(2) the sale of all or substantially all of the capital stock,
assets or business of the Company, by merger, consolidation, sale of assets or
otherwise.
7. Agreement in Connection with Public Offering.
The Participant agrees, in connection with the initial underwritten
public offering of the Company's securities pursuant to a registration statement
under the Securities Act, (i) not to sell, make short sale of, loan, grant any
options for the purchase of, or otherwise dispose of any shares of Common Stock
held by the Participant (other than those shares included in the offering)
without the prior written consent of the Company or the underwriters managing
such initial underwritten public offering of the Company's securities, for a
period of 180 days (or such shorter period as is required generally by the
managing underwriter at the time of such initial public offering) from the
effective date of such registration statement, and (ii) to execute any agreement
reflecting clause (i) above as may be requested by the Company or the managing
underwriters at the time of such offering.
8 Withholding.
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
The Participant acknowledges that he has been informed of the
availability of making an election in accordance with Section 83(b) of the
Internal Revenue Code of 1986, as amended; that such election must be filed with
the Internal Revenue Service within 30 days of the transfer of shares to the
Participant; and that the Participant is solely responsible for making such
election.
9. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, and, during the
lifetime of the Participant, this option shall be exercisable only by the
Participant.
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10. Disqualifying Disposition.
If the Participant disposes of Shares acquired upon exercise of this
option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the
Company in writing of such disposition.
11. Effect of Prohibited Transfer.
The Company shall not be required (a) to transfer on its books any of
the Shares which shall have been sold or transferred in violation of any of the
provisions set forth in this Agreement, or (b) to treat as owner of such Shares,
or to pay dividends to, any transferee to whom any such Shares shall have been
sold or transferred in violation of any of the provisions set forth in this
Agreement.
12. Restrictive Legends.
All certificates representing Shares shall have affixed thereto legends
in substantially the following form, in addition to any other legends that may
be required under federal or state securities laws:
"The shares of stock represented by this certificate are
subject to restrictions on transfer and an option to purchase
set forth in a certain Executive Incentive Stock Option
Agreement between the corporation and the registered owner of
these shares (or his predecessor in interest), and such
Agreement is available for inspection without charge at the
office of the Secretary of the corporation."
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be sold, transferred or otherwise disposed of in the
absence of an effective registration statement under such Act
or an opinion of counsel satisfactory to the corporation to
the effect that such registration is not required."
13. Severability.
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.
14. Waiver.
Any provision for the benefit of the Company contained in this
Agreement may be waived, either generally or in any particular instance, by the
Board.
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15. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the
Company and the Participant and their respective heirs, executors,
administrators, legal representatives, successors and assigns, subject to the
restrictions on transfer and Purchase Option set forth in Sections 3, 5 and 6 of
this Agreement.
16. Notice.
All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in
the United States Post Office, by registered or certified mail, postage prepaid,
addressed to the other party hereto at the address shown beneath his or its
respective signature to this Agreement, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 16.
17. Pronouns.
Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural, and vice versa.
18. Entire Agreement.
This Agreement and the Plan constitute the entire agreement between the
parties, and supersede all prior agreements and understandings, relating to the
subject matter of this Agreement.
19. Amendment.
This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Participant.
20. Governing Law.
This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any
applicable conflicts of laws.
21. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which
is furnished to the Participant with this option.
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IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
VIEWLOGIC SYSTEMS, INC.
Dated: By:
--------------------------
Name:
Title:
Address: 293 Boston Post Road West
Marlboro, MA 01752
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's Plan.
Option Grant Date:
Number of Shares: See the attached Notice of Grant of Stock Option and Option
Agreement Option Exercise Price: See the attached Notice of Grant of Stock
Option and Option Agreement
PARTICIPANT
--------------------------------
(Signature)
--------------------------------
(Print Name)
Address:
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SUMMARY OF OPTION GRANTS IN 2001
TO CURRENT EXECUTIVE OFFICERS OF THE COMPANY
UTILIZING THE FORM OF EXECUTIVE STOCK OPTION AGREEMENT
Name of Executive Number of
Officer Stock Plan Date of Grant Option Shares Exercise Price
- ----------------- --------------- ------------- ------------- --------------
William J. Herman Amended and 01/03/2001 440,000 $2.06
Restated 2000
Stock Incentive
Plan
Richard G. Lucier Amended and 01/03/2001 360,000 $2.06
Restated 2000
Stock Incentive
Plan
Paula J. Cassidy Amended and 01/03/2001 144,000 $2.06
Restated 2000
Stock Incentive
Plan
Peter T. Johnson Amended and 01/03/2001 144,000 $2.06
Restated 2000
Stock Incentive
Plan
Kevin P. O'Brien Amended and 01/03/2001 192,000 $2.06
Restated 2000
Stock Incentive
Plan
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