AS APPROVED BY THE BOARD ON JULY 2, 2002
AWARE, INC.
2001 NONQUALIFIED STOCK PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the Aware, Inc. 2001 Nonqualified Stock Plan
(the "Plan"). The purpose of the Plan is to encourage and enable directors,
officers and employees of Aware, Inc., a Massachusetts corporation (the
"Company"), and its Subsidiaries to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company and its stockholders, thereby stimulating their
efforts on the Company's behalf and strengthening their desire to remain with
the Company. The Company intends that this purpose will be effected by the
granting of Awards (as defined below) under the Plan.
The following terms shall be defined as set forth below:
"Affiliate" means any company in an "affiliated group," as such term is
defined in Section 1504(a) of the Code, which includes the Company.
"Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Non-Statutory Stock Options, Restricted
Stock Awards, Unrestricted Stock Awards and Performance Share Awards.
"Board" means the Board of Directors of the Company.
"Cause" means (i) any material breach by the participant of any
agreement to which the participant and the Company are both parties, (ii) any
act (other than Normal Retirement) or omission to act by the participant which
may have a material and adverse effect on the Company's business or on the
participant's ability to perform services for the Company, including, without
limitation, the commission of any crime (other than minor traffic violations),
or (iii) any material misconduct or material neglect of duties by the
participant in connection with the business or affairs of the Company or any
Subsidiary or Affiliate of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor code, and related rules, regulations and interpretations.
"Committee" shall mean the Board or, if appointed by the Board, a
committee of not less than two (2) directors. It is the intention of the Company
that the Plan shall be administered by "non-employee directors" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, but
the authority and validity of any act taken or not taken by the Committee shall
not be affected if any director administering the Plan is not a non-employee
director.
"Disability" means disability as set forth in Section 22(e)(3) of the
Code.
"Effective Date" means April 10, 2001.
"Eligible Person" shall have the meaning set forth in Section 4.
"Fair Market Value" on any given date means the closing price per share
of the Stock on such date as reported by a nationally recognized stock exchange,
or, if the Stock is not listed on such an exchange, as reported by the Nasdaq
Stock Market, or, if the Stock is not quoted by the Nasdaq Stock Market, the
fair market value of the Stock as determined by the Committee.
"Non-Statutory Stock Option" means any stock option that is not an
incentive stock option as defined in Section 422 of the Code.
"Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.
"Officer" means an officer as defined in Rule 16a-1(f) of the
Securities Exchange Act of 1934, as amended.
"Performance Share Award" means an Award granted pursuant to Section 8.
"Restricted Stock" shall have the meaning set forth in Section 6.
"Restricted Stock Award" means an Award granted pursuant to Section 6.
"Stock" means the common stock, $0.01 par value per share, of the
Company, subject to adjustments pursuant to Section 3.
"Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5.
"Subsidiary" means a subsidiary as defined in Section 424 of the Code.
"Unrestricted Stock Award" means an award granted pursuant to Section
7.
SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS
(a) COMMITTEE. The Plan shall be administered by the Committee. The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum, and all actions of the Committee shall
require the affirmative vote of a majority of its members. Any action may be
taken by a written instrument signed by all of the members, and any action so
taken shall be as fully effective as if it had been taken by a vote of a
majority of the members at a meeting duly called and held. Except as
specifically reserved to the Board under the terms of the Plan, the Committee
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Company. Action by the Committee shall require the affirmative
vote of a majority of all members thereof.
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(b) POWERS OF COMMITTEE. The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:
(i) to select the persons to whom Awards may from time to time be
granted;
(ii) to determine the time or times of grant, and the extent, if
any, of Non-Statutory Stock Options, Restricted Stock, Unrestricted Stock
and Performance Shares, or any combination of the foregoing, granted to
any one or more participants;
(iii) to determine the number of shares to be covered by any
Award;
(iv) to determine and modify the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and
participants, and to approve the form of written instruments evidencing
the Awards; PROVIDED, HOWEVER, that no such action shall adversely affect
rights under any outstanding Award without the participant's consent;
(v) to accelerate the exercisability or vesting of all or any
portion of any Award, but only (A) upon the death, retirement or
disability of the participant, (B) in connection with any merger,
consolidation, dissolution or liquidation of the Company, (C) in the case
of any Award vesting according to the lapse of time, to vest not more
quickly than ratably over a period of three (3) years, or (D) in the case
of any Award vesting according to performance criteria established by the
Committee, to vest no earlier than the later of the first anniversary of
the date of grant or the satisfaction of such performance criteria;
(vi) subject to the provisions of Section 5(b), to extend the
period in which any outstanding Stock Option may be exercised;
(vii) to determine whether, to what extent, and under what
circumstances Stock and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the
participant and whether and to what extent the Company shall pay or credit
amounts equal to interest (at rates determined by the Committee) or
dividends or deemed dividends on such deferrals;
(viii) to delegate to other persons the responsibility for
performing ministerial actions in furtherance of the Plan's purpose; and
(ix) to adopt, alter and repeal such rules, guidelines and
practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection
with the Plan; and to otherwise supervise the administration of the Plan.
Notwithstanding the foregoing, the Committee shall not, without
stockholder approval, reduce the exercise price or otherwise reprice any
outstanding Award granted under the Plan.
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All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.
SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) SHARES ISSUABLE. The maximum number of shares of Stock with respect
to which Awards may be granted under the Plan, subject to adjustment upon
changes in capitalization of the Company as provided in this Section 3, shall be
eight million (8,000,000) shares of Stock. For purposes of this limitation, if
any shares of Stock covered by an Award granted under the Plan, or to which such
an Award relates, are repurchased or forfeited, or if an Award has expired,
terminated or been canceled for any reason whatsoever (other than by reason of
exercise or vesting), then such shares of Stock or the shares of Stock covered
by such Award, as the case may be, shall be added back to the shares of Stock
with respect to which Awards may be granted under the Plan. Subject to such
overall limitation, any type or types of Award may be granted with respect to
shares of Stock. Shares of Stock issued under the Plan may be authorized but
unissued shares or shares reacquired by the Company.
(b) LIMITATION ON AWARDS. Notwithstanding anything to the contrary set
forth herein, to the extent necessary to qualify as a "broadly based plan" under
the applicable Marketplace Rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), no
more than forty-nine percent (49%) of the Awards hereunder shall be granted to
directors and Officers of the Company as measured on the earlier of the date of
the Plan's expiration or the third anniversary of the Effective Date, and on
each anniversary thereafter, unless otherwise approved by Nasdaq.
(c) STOCK DIVIDENDS, MERGERS, ETC. In the event that the Company
effects a stock dividend, stock split or similar change in capitalization
affecting the Stock, the Committee shall make appropriate adjustments in (i) the
number and kind of shares of stock or securities with respect to which Awards
may thereafter be granted (including without limitation the limitations set
forth in Sections 3(a) and (b) above), (ii) the number and kind of shares
remaining subject to outstanding Awards, and (iii) the option or purchase price
in respect of such shares. In the event of the merger, consolidation,
dissolution or liquidation of the Company, the Committee in its sole discretion
may, as to any outstanding Awards, make such substitution or adjustment in the
aggregate number of shares reserved for issuance under the Plan and in the
number and purchase price (if any) of shares subject to such Awards as it may
determine and as may be permitted by the terms of such transaction, or
accelerate, amend or terminate such Awards upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of
any Award, shall require payment or other consideration which the Committee
deems equitable in the circumstances).
(d) SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan by
assumption of or in substitution for stock and stock-based awards granted or
issued by another company to its directors, officers, employees, consultants and
other service providers if such persons become Eligible Persons in connection
with an acquisition of that company or any division thereof by the Company,
whether by merger, consolidation, purchase of stock, purchase of assets or
otherwise. The Committee may direct that the substitute awards be granted on
such terms and conditions as the Committee considers appropriate in the
circumstances. Shares which
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may be delivered under such substitute awards may be in addition to the maximum
number of shares provided for in Section 3(a).
SECTION 4. ELIGIBILITY
Subject to the limitations set forth in Section 3(b), Awards may be
granted to directors, officers and employees of the Company and its Subsidiaries
("Eligible Persons").
SECTION 5. STOCK OPTIONS
The Committee may grant Stock Options to Eligible Persons pursuant to
the Plan. Any Stock Option granted under the Plan shall be in writing and in
such form as the Committee may from time to time approve. Stock Options granted
under the Plan shall be Non-Statutory Stock Options.
The Committee in its discretion may determine the effective date of
Stock Options. Stock Options granted pursuant to this Section 5 shall be subject
to the following terms and conditions and the terms and conditions of Section 9
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable:
(a) EXERCISE PRICE. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5 shall be determined by the
Committee at the time of grant; provided, however, that the exercise price shall
not be less than Fair Market Value on the date of grant.
(b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date the Stock Option is granted.
(c) EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments,
and upon such conditions, as shall be determined by the Committee at or after
the grant date. Subject to Section 2(b)(v), the Committee may at any time
accelerate the exercisability of all or any portion of any Stock Option. An
optionee shall have the rights of a stockholder only as to shares acquired upon
the exercise of a Stock Option and not as to unexercised Stock Options.
(d) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods:
(i) in cash, by certified or bank check or other instrument
acceptable to the Committee;
(ii) with the consent of the Committee, in the form of shares of
Stock owned by the optionee for a period of at least six (6) months and
not then subject to restrictions. Such surrendered shares shall be
valued at Fair Market Value on the exercise date;
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(iii) with the consent of the Committee, by the optionee
delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to pay
the purchase price; PROVIDED THAT in the event the optionee chooses to
pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of
indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure. The Company need not act upon such
exercise notice until the Company receives full payment of the exercise
price; or
(iv) by any other means (including, without limitation, by
delivery of a promissory note of the optionee payable on such terms as
are specified by the Committee; PROVIDED, HOWEVER, that the interest
rate borne by such note shall not be less than the lowest applicable
federal rate, as defined in Section 1247(d) of the Code) which the
Committee determines are consistent with the purpose of the Plan and
with applicable laws and regulations.
The delivery of certificates representing shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon
receipt from the optionee (or a purchaser acting in his stead in accordance with
the provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in the
Stock Option or imposed by applicable laws and regulations, as determined by the
Committee in its sole discretion.
(e) NON-TRANSFERABILITY OF STOCK OPTIONS. Except as the Committee may
otherwise provide, no Stock Option shall be transferable other than by will or
by the laws of descent and distribution and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee.
(f) FORM OF SETTLEMENT. Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan or in the terms of such Stock Option.
SECTION 6. RESTRICTED STOCK AWARDS
(a) NATURE OF RESTRICTED STOCK AWARD. The Committee in its discretion
may grant Restricted Stock Awards to any Eligible Person, entitling the
recipient to acquire, for a purchase price determined by the Committee (but not
less than Fair Market Value on the date of grant), shares of Stock subject to
such restrictions and conditions as the Committee may determine at the time of
grant ("Restricted Stock"), including continued employment and/or achievement of
pre-established performance goals and objectives.
(b) ACCEPTANCE OF AWARD. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within ten (10) days (or such shorter
date as the Committee may specify) following the delivery of written notice to
the participant of the Award by making payment to the Company of the specified
purchase price of the shares covered by the Award and by executing and
delivering
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to the Company a written instrument that sets forth the terms and conditions
applicable to the Restricted Stock in such form as the Committee shall
determine.
(c) RIGHTS AS A STOCKHOLDER. Upon complying with Section 6(b) above, a
participant shall have all the rights of a stockholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase rights described in this
Section 6 and subject to such other conditions contained in the written
instrument evidencing the Restricted Stock Award. Unless the Committee shall
otherwise determine, certificates evidencing shares of Restricted Stock shall
remain in the possession of the Company until such shares are vested as provided
in Section 6(e) below.
(d) RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment with the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement, for Cause and voluntary termination by the participant), the Company
shall have the right, at the discretion of the Committee, to repurchase shares
of Restricted Stock with respect to which conditions have not lapsed at their
purchase price from the participant or the participant's legal representative.
The Company must exercise such right of repurchase within sixty (60) days
following such termination of employment (unless otherwise specified in the
written instrument evidencing the Restricted Stock Award).
(e) VESTING OF RESTRICTED STOCK. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase shall lapse. Subsequent to such date or dates and/or the attainment
of such pre-established performance goals, objectives and other conditions, the
shares on which all restrictions have lapsed shall no longer be Restricted Stock
and shall be deemed "vested." Subject to Sections 2(b)(v) and 12, the Committee
at any time may accelerate such date or dates and otherwise waive or amend any
conditions of the Award.
(f) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.
SECTION 7. UNRESTRICTED STOCK AWARDS
(a) GRANT OR SALE OF UNRESTRICTED STOCK. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
as described in the preceding sentence in respect of past services or other
valid consideration.
(b) RESTRICTIONS ON TRANSFERS. The right to receive Unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.
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SECTION 8. PERFORMANCE SHARE AWARDS
A Performance Share Award is an award entitling the recipient to
acquire shares of Stock upon the attainment of specified performance goals. The
Committee may make Performance Share Awards independent of or in connection with
the granting of any other Award under the Plan. Performance Share Awards may be
granted under the Plan to any Eligible Person. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, the conditions under which such Award shall
terminate, and all other limitations and conditions applicable to the awarded
Performance Shares.
SECTION 9. TERMINATION OF STOCK OPTIONS
(a) STANDARD TERMINATION PROVISIONS:
(i) TERMINATION BY DEATH. If any participant's employment by
or services to the Company and its Subsidiaries terminates by reason of
death, any Stock Option owned by such participant may thereafter be
exercised to the extent exercisable at the date of death, by the legal
representative or legatee of the participant, for a period of one (1)
year (or such longer period as the Committee shall specify at any time)
from the date of death, or until the expiration of the stated term of
the Stock Option, if earlier.
(ii) TERMINATION BY REASON OF DISABILITY OR NORMAL RETIREMENT.
(A) Any Stock Option held by a participant whose employment
by or service to the Company and its Subsidiaries has terminated by
reason of Disability may thereafter be exercised, to the extent it
was exercisable at the time of such termination, for a period of
one (1) year (or such longer period as the Committee shall specify
at any time) from the date of such termination, or until the
expiration of the stated term of the Stock Option, if earlier.
(B) Any Stock Option held by a participant whose employment
by or service to the Company and its Subsidiaries has terminated by
reason of Normal Retirement may thereafter be exercised, to the
extent it was exercisable at the time of such termination, for a
period of thirty (30) days from the date of such termination, or
until the expiration of the stated term of the Stock Option, if
earlier.
(C) The Committee shall have sole authority and discretion
to determine whether a participant's employment or services have
been terminated by reason of Disability or Normal Retirement.
(D) Except as otherwise provided by the Committee at the
time of grant, the death of a participant during a period provided
in this Section 9(a)(ii) for the exercise of a Stock Option shall
extend such period for one (1) year from the date of death, subject
to termination on the expiration of the stated term of the Stock
Option, if earlier.
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(iii) TERMINATION FOR CAUSE. If any participant's employment by
or service to the Company and its Subsidiaries has been terminated for
Cause, any Stock Option held by such participant shall immediately
terminate and be of no further force or effect; PROVIDED, HOWEVER, that
the Committee may, in its sole discretion at the time of such
termination, provide that such Stock Option can be exercised for a
period of up to sixty (60) days from the date of termination, or until
the expiration of the stated term of the Stock Option, if earlier.
(iv) OTHER TERMINATION. Unless otherwise determined by the
Committee, if a participant's employment by or services to the Company
and its Subsidiaries terminates for any reason other than death,
Disability, Normal Retirement, or for Cause, any Stock Option held by
such participant may thereafter be exercised, to the extent it was
exercisable on the date of such termination, for thirty (30) days from
the date of termination, or until the expiration of the stated term of
the Stock Option, if earlier.
(b) COMMITTEE DISCRETION. Notwithstanding the foregoing, the Committee
may grant Stock Options under the Plan which contain such terms and conditions
with respect to termination as the Committee, in its discretion, may from time
to time determine.
SECTION 10. TAX WITHHOLDING
(a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any Federal, state,
local or other taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.
(b) PAYMENT IN SHARES. A participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring
to the Company shares of Stock owned by the participant for a period of at least
six (6) months and with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the minimum withholding amount due
with respect to such Award.
SECTION 11. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, a transfer to the employment of the Company
from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to
another, shall not be deemed a termination of employment. Whether authorized
leave of absence, or absence on military or government service, shall constitute
termination of the employment relationship between the Company and the
participant shall be determined by the Committee at the time thereof.
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SECTION 12. AMENDMENTS AND TERMINATION
The Board may at any time amend or discontinue the Plan and the
Committee may at any time, subject to Section 2, amend or cancel any outstanding
Award (or provide substitute Awards) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent.
SECTION 13. STATUS OF PLAN
With respect to the portion of any Award that has not been exercised, a
participant shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
provision of the foregoing sentence.
SECTION 14. LOCKUP AGREEMENT
The acceptance of any Award under this Plan by the participant or any
subsequent holder shall constitute the agreement of such person that, upon the
request of the Company or the underwriters managing any underwritten offering of
the Company's securities, such person will not, for a period of time (not to
exceed one hundred eighty (180) days) following the effective date of any
registration statement filed by the Company under the Securities Act of 1933, as
amended, sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any shares of Stock received pursuant to such Award,
without the prior written consent of the Company or such underwriters, as the
case may be, and that such person will execute and deliver to the Company or
such underwriters a written agreement to that effect, in such form as the
Company or such underwriters shall designate.
SECTION 15. GENERAL PROVISIONS
(a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof, in such form as the Committee shall in
its sole discretion deem advisable.
No shares of Stock shall be issued pursuant to an Award until, in the
opinion of the Committee, all applicable securities laws and other legal and
stock exchange requirements have been satisfied. The Committee may require the
placing of such stop orders and restrictive legends on certificates for Stock
and Awards as it deems appropriate.
(b) DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.
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(c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.
SECTION 16. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon its adoption by the Board.
SECTION 17. GOVERNING LAW
This Plan and each Award under the Plan shall be governed by, and
construed and enforced in accordance with, the substantive laws of the
Commonwealth of Massachusetts without regard to its principles of conflicts of
laws.
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