-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HxBVc+5IV/qU1bxcDnFAnRab9kq2zja6ljU7lPwhbOapsADks7J5BqbDoijyDF8/ Kul1IozEEjW7cz66kc464g== 0000947871-96-000176.txt : 19970102 0000947871-96-000176.hdr.sgml : 19970102 ACCESSION NUMBER: 0000947871-96-000176 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19961231 EFFECTIVENESS DATE: 19961231 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNETIC INC CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19043 FILM NUMBER: 96688753 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 31, 1996 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- SYNETIC, INC. (Exact name of Registrant as specified in its charter) Delaware 22-2975182 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 669 River Drive Elmwood Park, New Jersey 07407-1361 (Address of Principal Executive Offices) AVICENNA SYSTEMS CORP. 1995 STOCK PLAN (Full title of the plan) ------------------------- CHARLES E. MELE, ESQ. Vice President - General Counsel Synetic, Inc. 669 River Drive Elmwood Park, New Jersey 07407-1361 (Name and address of agent for service) (201) 703-3400 (Telephone number, including area code, of agent for service) -------------------------
CALCULATION OF REGISTRATION FEE =========================================================================================================================== Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Per Aggregate Registration Registered Registered Share (*) Offering Price Fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock 161,015 $ 1.25 $ 201,268.75 $ 60.99 par value $.01 per share ===========================================================================================================================
(*) Pursuant to Rule 457(h), such price is the exercise price of the options. 2 Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* - -------------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (hereinafter, the "Securities Act"), and the "Note" to Part I of Form S-8. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated as of their respective dates in this Registration Statement by reference: (i) the annual report on Form 10-K for Synetic, Inc., a Delaware corporation (the "Registrant"), for the fiscal year ending June 30, 1996; (ii) the Registrant's quarterly report on Form 10-Q for the period ended September 30, 1996; and (iii) the description of the common stock, par value $0.01 per share, contained in the Registrant's Registration Statement on Form S-1 (File No. 33-43577) filed with the commission on November 1, 1991 for registration of common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides, in summary, that directors and officers of Delaware corporations such as the Registrant are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorneys' fees) incurred by them as a result of suits brought against them in their capacity as a director or officer if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the Registrant, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Any such indemnification may be made by the company only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Article Eleven of the Registrant's Certificate of Incorporation and Section 6.5 of the Registrant's By-Laws entitles officers, directors and controlling persons of the Registrant to indemnification to the full extent permitted by Section 145 of the DGCL, as the same may be supplemented or amended from time to time. 4 Article Thirteen of the Registrant's Certificate of Incorporation provides that no director shall have any personal liability to the Registrant or its stockholders for any monetary damages for breach of fiduciary duty as a director, provided that such provision does not limit or eliminate the liability of any director (i) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (involving certain unlawful dividends or stock repurchase) or (iv) for any transaction from which such director derived an improper personal benefit. Amendment to such article does not affect the liability of any director for any act or omission occurring prior to the effective time of such amendment. Reference is made to Section 7 of the form of Standby Agreement to be included as Exhibit 1.1 hereto, which provides certain indemnification rights to the directors and officers of the Registrant with respect to information by or on behalf of the Purchasers for use in this Registration Statement. Reference is made to the Form of Indemnification Agreement between the Registrant and its directors and officers filed as Exhibit 10.6 to this Registration Statement pursuant to which the registrant has agreed to indemnify such directors and officers to the fullest extent permitted by Delaware law, as the same may be amended from time to time. Item 7. Exemption from Registration Claimed. Not applicable. Item 8 Exhibits The following exhibits are filed as part of this Registration Statement: Exhibit No. Description of Document 4.1 Avicenna Systems Corp. 1995 Stock Plan. 4.2 Amendment Agreement to the Avicenna Systems Corp. 1995 Stock Plan and Related Option Agreements. 5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the common stock registered hereby. 23.1 Consent of Arthur Andersen & Co. 23.2 Consent of Emens, Kegler, Brown, Hill & Ritter, Co., L.P.A. 23.3 Consent of Shearman & Sterling (included in Exhibit 5). 24 Powers of Attorney Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: 5 (1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Elmwood Park, in the State of New Jersey, on the 31 day of December, 1996. SYNETIC, INC. By: /s/ Victor L. Marrero -------------------------------------- Name: Victor L. Marrero Title: Vice President- Finance Chief Financial Officer 7 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on December 31, 1996. Signature Title * Chairman of the Board - -------------------------------- (Martin J. Wygod) /s/ James V. Manning President and Chief Executive Officer - -------------------------------- (James V. Manning) Vice President - Finance and /s/ Victor L. Marrero Chief Financial Officer - -------------------------------- (Victor L. Marrero) * Director - -------------------------------- (Thomas R. Ferguson) * Director - -------------------------------- (Mervyn L. Goldstein) * Director - -------------------------------- (Ray E. Hannah) * Director - -------------------------------- (Roger H. Licht) * Director - -------------------------------- (Per G.H. Lofberg) * Director - -------------------------------- (Charles A. Mele) * Director - -------------------------------- (Herman Sarkowsky) * Director - -------------------------------- (Paul C. Suthern) * Director - -------------------------------- (Albert M. Weis) *By /s/ James V. Manning Attorney-in-Fact ----------------------------- James V. Manning 8 Exhibit Index Exhibit No. Description of Document 4.1 Avicenna Systems Corp. 1995 Stock Plan. 4.2 Amendment Agreement to the Avicenna Systems Corp. 1995 Stock Plan and Related Option Agreements. 5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. 23.1 Consent of Arthur Andersen & Co. 23.2 Consent of Emens, Kegler, Brown, Hill & Ritter, Co., L.P.A. 23.3 Consent of Shearman & Sterling (included in Exhibit 5). 24 Powers of Attorney. EX-4.1 2 STOCK PLAN OF AVICENNA SYSTEMS CORP. AVICENNA SYSTEMS CORP. 1995 STOCK PLAN 1. Purpose. This 1995 Stock Plan (the "Plan") is intended to provide incentives: (a) to the officers and other employees of AVICENNA SYSTEMS CORP. (the "Company"), its parent (if any) and any present or future subsidiaries of the Company (collectively, "Related Corporations") by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); (b) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options"); (c) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with awards of stock in the Company ("Awards"); and (d) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with opportunities to make direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter individually as an "Option" and collectively as "Options". Options, Awards and authorizations to make Purchases are referred to hereafter collectively as "Stock Rights". As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation", respectively, as those terms are defined in Section 425 of the Code. 2. Administration of the Plan. A. The Plan shall be administered by the Board of Directors of the Company (the "Board"). Members of the Board who are either (i) eligible for Stock Rights pursuant to the Plan or (ii) have been granted Stock Rights may vote on any matters affecting the administration of the Plan or the grant of any Stock Rights pursuant to the Plan, except that no such member shall act upon the granting to himself of Stock Rights, but any such member may be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to the granting to him of Stock Rights. All references in this Plan to the Committee shall mean the Board if no Committee has been appointed pursuant to subparagraphs B or C of this Section 2 below. B. The Board may delegate its powers with respect to the administration of the Plan to a stock plan committee (the "Committee") appointed by the Board, provided that such Committee shall be composed pursuant to subparagraph C below if the Company registers any class of any equity security pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Committee may select one of its members as its chairman, and shall hold meetings at such time and places as it may determine. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. From time to time the 2 Board may increase or decrease the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. C. Notwithstanding the foregoing, if the Company registers any class of any equity security pursuant to Section 12 of the Exchange Act, then from and after that time: (I) the Plan shall be administered by the Committee (unless and until its members are not qualified to serve on the Committee pursuant to the provisions of the Plan) which shall be composed of not fewer than two (2) members of the Board who shall be appointed from time to time by the Board, and (II) no member of such Committee may exercise discretion with respect to, or participate in, the administration of the Plan if, at any time, while a member of the Committee or during the twelve (12)-month period prior to such exercise or participation, he has been granted or awarded Stock Rights or any other derivative security of the Company or any of its affiliate under this Plan or any similar plan of the Company, except that: (a) participation in a "Formula Plan" shall not disqualify a director from being a disinterested person. A Formula Plan is a plan which: (i) permits officers and/or directors to receive awards and either (A) states the amount and price of securities to be awarded to designated officers and directors or categories of officers and directors, though not necessarily to others who may participate in the plan, and specifies the timing of awards to officers and directors or (B) sets forth a formula that determines the amount, price and timing of awards, using objective criteria such as earnings of the Company, value of the securities, years of service, job classification, and compensation levels; and (ii) provides that these plan provisions shall not be amended more than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act ("ERISA"), or the rules thereunder; (b) participation in an ongoing securities acquisition plan which meets the following conditions shall not disqualify a director from being a disinterested person: (i) the plan provides for broad-based employee participation and the terms of the plan do not discriminate in favor of highly compensated employees; (ii) officer or director participants making withdrawals must cease further purchases in the plan for six (6) months, or the series so distributed must be held by the participant six (6) months prior to disposition; provided, however, that extraordinary distributions of all of the Company's securities held by the plan and distributions in connection with death, retirement, disability, termination of 3 employment, or a qualified domestic relations order as defined by the Code or Title I of ERISA, or the rules thereunder, are not subject to this requirement; (iii) officer or director participants who cease participation in the plan may not participate again for at least six (6) months; and (iv) for stock purchase plans under Section 423 of the Internal Revenue Code or similar plans, where the purchase price of the stock is not fixed and the participant is not obligated to purchase the stock until exercise of a right, in addition to the foregoing conditions, the stock acquired is held for six (6) months from the date the stock purchase price is fixed. (c) an election to receive an annual retainer fee in either cash or an equivalent amount of securities, or partly in cash and partly in securities, shall not disqualify a director from being a disinterested person; and (d) participation in a plan shall not disqualify a director from being a disinterested person for the purpose of administering another plan that does not permit participation by directors. Members of the Committee shall be subject to any additional restrictions necessary to satisfy the requirements for disinterested administration of the Plan as set forth in Rule 16b-3 under the Exchange Act as it may be amended from time to time, and if at any time while the Company has registered any class of equity securities under Section 12 of the Exchange Act any member of the Committee does not satisfy such disinterested administration requirements, no stock options shall be granted under the Plan to any director or officer until such time as all members of the Committee satisfy such requirements. D. Subject to ratification of the grant or authorization of each Stock Right by the Board (if so required by applicable state law), and subject to the terms of the Plan, the Committee, if so appointed, shall have the authority to (i) determine the employees of the Company and Related Corporations (from among the class of employees eligible under paragraph 3 to receive ISOs) to whom ISOs may be granted, and to determine (from among the class of individuals and entities eligible under paragraph 3 to receive Non-Qualified Options and Awards and to make Purchases) to whom Non-Qualified Options, Awards and authorizations to make Purchases may be granted; (ii) determine the time or times at which Options or Awards may be granted or Purchases made; (iii) determine the option price of shares subject to each Option, which price shall not be less than the minimum price (if any) specified in paragraph 6, and the purchase price of shares subject to each Purchase; (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times when each Option shall become exercisable and the duration of the exercise period; (vi) determine whether restrictions such as repurchase options are to be imposed on 4 shares subject to Options, Awards and Purchases and the nature of such restrictions, if any; and (vii) interpret the Plan and prescribe and rescind rules and regulations relating to it. If the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary, under Section 422 of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. The interpretation and construction by the Committee of any provisions of the Plan or of any Stock Right granted under it shall be final unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Stock Right granted under it. 3. Eligible Employees and Others. ISOs may be granted to any employee of the Company or any Related Corporation. Those officers and directors of the Company who are not employees may not be granted ISOs under the Plan. Non-Qualified Options, Awards and authorizations to make Purchases may be granted to any director (whether or not an employee), officer, employee or consultant of the Company or any Related Corporation. The granting of any Stock Right to any individual or entity shall neither entitle that individual or entity to, nor disqualify him from, participation in any other grant of Stock Rights. 4. Stock. The stock subject to Options, Awards and Purchases shall be authorized but unissued shares of Common Stock of the Company, no par value (the "Common Stock"), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued pursuant to the Plan is FIVE HUNDRED SIXTEEN THOUSAND EIGHT HUNDRED (516,800) subject to adjustment as provided in paragraph 13. Any such shares may be issued as ISOs, Non-Qualified Options or Awards, or to persons or entities making Purchases, so long as the number of shares so issued does not exceed such number, as adjusted. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any vested shares issued pursuant to Awards or Purchases, the unpurchased shares subject to such Options and any unvested shares so reacquired by the Company shall again be available for grants of Stock Rights under the Plan. 5. Granting of Stock Rights. Stock Rights may be granted under the Plan at any time after December 20, 1995 and prior to December 20, 2005. The date of grant of a Stock Right under the Plan will be the date specified by the Committee at the time it grants the Stock Right; provided, however, that such date shall not be prior to the date on which the Committee acts to approve the grant. The Committee shall have the right, with the consent of the optionee, to convert any ISO granted under the Plan to a Non-Qualified Option pursuant to paragraph 16. 5 6. Minimum Option Price; ISO Limitations. A. The price per share specified in the agreement relating to each ISO granted under the Plan shall not be less than the fair market value per share of Common Stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Related Corporation, the price per share specified in the agreement relating to such ISO shall not be less than one hundred ten percent (110%) of the fair market value per share of Common Stock on the date of grant. B. In no event shall the aggregate fair market value (determined at the time an ISO is granted) of Common Stock for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and any Related Corporation) exceed $100,000; provided that this paragraph 6(B) shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code. C. If, at the time an Option is granted under the Plan, the Company's Common Stock is publicly traded, "fair market value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the NASDAQ National Market List, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the NASDAQ National Market List. However, if the Common Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm's length. 7. Option Duration. Subject to earlier termination as provided in paragraphs 9 and 10, each Option shall expire on the date specified by the Committee, but not more than (i) ten (10) years and one day from the date of grant in the case of Non-Qualified Options, (ii) ten (10) years from the date of grant in the case of ISOs generally, and (iii) five (5) years from the date of grant in the case of ISOs granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Related Corporation. Subject to earlier termination as provided in paragraphs 9 and 10, the term of each ISO shall be the term set forth in the original 6 instrument granting such ISO, except with respect to any part of such ISO that is converted into a Non-Qualified Option pursuant to paragraph 16. 8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12, each Option granted under the Plan shall be exercisable as follows: A. The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the Committee may specify. B. Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the Option, unless otherwise specified by the Committee. C. Each Option or installment may be exercised at any time or from time to time, in whole or in part for up to the total number of shares with respect to which it is then exercisable. D. The Committee shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Committee shall not accelerate the exercise date of any installment of any Option granted to any employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to paragraph 16) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in paragraph 6(C). 9. Termination of Employment. If an ISO optionee ceases to be employed by the Company and all Related Corporations other than by reason of death or disability as defined in paragraph 10, no further installments of his ISOs shall become exercisable, and his ISOs shall terminate after the passage of sixty (60) days, from the date of termination of his employment, but in no event later than on their specified expiration dates, except to the extent that such ISOs (or unexercised instruments thereof) have been converted into Non-Qualified Options pursuant to paragraph 16. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed ninety (90) days or, if longer, any period during which such optionee's right to reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any Related Corporation to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Corporations, so long as the optionee continues to be an employee of the Company or any Related Corporation. Nothing in the Plan shall be deemed to give any grantee of any Stock Right the right to be retained in employment or other service by the Company or any Related Corporation for any period of time. 7 10. Death; Disability. A. If an ISO optionee ceases to be employed by the Company and all Related Corporations by reason of his death, any ISO of his may be exercised, to the extent of the number of shares with respect to which he could have exercised it on his death, by his estate, personal representative or beneficiary who has acquired the ISO by will or by the laws of descent and distribution, at any time prior to the earlier of the ISO's specified expiration date or 180 days from the date of the optionee's death. B. If an ISO optionee ceases to be reemployed by the Company and all Related Corporations by reason of his disability, he shall have the right to exercise any ISO held by him on the date of termination of employment, to the extent of the number of shares with respect to which he could have exercised it on that date, at any time prior to the earlier of the ISO's specified expiration date or 180 days from the date of the termination of the optionee's employment. For the purposes of the Plan, the term "disability" shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code or successor statute. 11. Assignability. No Stock Right shall be assignable or transferable by the grantee except by will or by the laws of descent and distribution, and during the lifetime of the grantee each Stock Right shall be exercisable only by him. 12. Terms and Conditions of Options. Options shall be evidenced by instruments (which need not be identical) in such forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in paragraphs 6 through 11 hereof and may contain such other provisions as the Committee deems advisable which are not inconsistent with the Plan, including restrictions applicable to shares of Common Stock issuable upon exercise of Options. In granting any Non-Qualified Option, the Committee may specify that such Non-Qualified Option shall be subject to the restrictions set forth herein with respect to ISOs, or to such other termination and cancellation provisions as the Committee may determine. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver such instruments. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. 13. Adjustments. Upon the occurrence of any of the following events, an optionee's rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such Option: A. If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock 8 as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. B. In the event of (i) a sale of more than 50% of the then outstanding voting stock of the Company, (ii) a sale of all or substantially all the assets of the Company, (iii) a merger or consolidation between the Company and another entity, provided that after such merger or consolidation, the holders of the outstanding capital stock of the Company immediately prior to the consolidation or merger shall hold less than 50% of the combined voting power of the resulting or surviving entity; or (iv) a liquidation of the Company pursuant to a plan of liquidation adopted by the Company's Board of Directors (each an "Acceleration Event" and together the "Acceleration Events"), any shares of outstanding Options held by an optionee which are not vested shall be subject to accelerated vesting, and thus become vested shares immediately prior to the consummation of any Acceleration Event. Such accelerated vesting shall apply to seventy-five percent (75%) of any shares of outstanding Options held by an optionee that are not vested shares; provided, however, such accelerated vesting shall not apply in the event of an Acceleration Event if the holders of Series A Convertible Preferred Stock of the Company have not obtained a weighted average return on their invested capital of at least twenty-five percent (25%) (calculated using a standard accounting methodology agreed to by a representative selected by the holders of the Series A Convertible Preferred Stock and reasonably acceptable to a representative selected by the holders of Common Stock). C. In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his Option prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B or C with respect to ISOs shall be made only the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. 9 F. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. G. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B or C above, the class and aggregate number of shares set forth in paragraph 4 hereof that are subject to Stock Rights which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee, the board of directors or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder receives shares or securities or cash in connection with a corporate transaction described in subparagraphs A, B or C above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and regulations applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board. 14. Means of Exercising Stock Rights. A Stock Right (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal office address. Such notice shall identify the Stock Right being exercised and specify the number of shares as to which such Stock Right is being exercised, accompanied by full payment of the purchase price therefor either (a) in United States dollars in cash or by check, or (b) at the discretion of the Committee, through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the Stock Right, or (c) at the discretion of the Committee, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Committee, by any combination of (a), (b) and (c) above. If the Committee exercises its discretion to permit payment of the exercise price of an ISO by means of the methods set forth in clauses (b), (c), or (d) of the preceding sentence, such discretion shall be exercised in writing at the time of the grant of the ISO in question. The holder of a Stock Right shall not have the rights of a stockholder with respect to the shares covered by his Option until the date of issuance of a stock certificate to him for such shares. Except as expressly provided above in paragraph 13 with respect to changes in capitalization and stock dividends, no adjustment shall 10 be made for dividends or similar rights for which the record date is before the date such stock certificate is issued. 15. Terms and Amendment of Plan. This Plan was adopted by the Board on December 20, 1995, subject to approval of the Plan by the holders of a majority of the outstanding shares of Common Stock of the Company present, or represented, and entitled to vote at a stockholders' meeting held within twelve (12) months thereafter. Any Stock Rights granted prior to such stockholder approval shall become null and void if such stockholder approval is not obtained. The Plan shall expire on December 15, 2005; provided, however, that the Plan and all Stock Rights granted under the Plan prior to such date shall remain in effect and subject to adjustment and amendment as herein provided until they have been satisfied or terminated in accordance with the terms of the respective grants or awards and the related option instruments. The Board may terminate or amend the Plan in any respect at any time without the authorization of stockholders to the extent allowed by law, including without limitation any rules issued by the Securities and Exchange Commission under Section 16 of the Exchange Act, except that, unless approved by the stockholders, it may not: (a) increase the total number of shares that may be issued under the Plan (except by adjustment pursuant to paragraph 13); (b) modify the provisions of paragraph 3 regarding eligibility for grants of ISOs; (c) modify the provisions of paragraph 6(B) regarding the exercise price at which shares may be offered pursuant to ISOs (except by adjustment pursuant to paragraph 13); and (d) extend the expiration date of the Plan. In no event may action of the Board or stockholders alter or impair the rights of a grantee, without his consent, under any Stock Right previously granted to him. 16. Conversion of ISOs into Non-Qualified Options; Termination of ISOs. The Committee, at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee's ISOs for any installment or portions of installments thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the optionee is an employee of the Company or a Related Corporation at the time of such conversion. Such actions may include, but are not limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Committee (with the consent of the Optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Committee in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee's ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Committee takes appropriate action. The Committee, with the consent of the optionee, may also terminate any portion of any ISO that has not been exercised at the time of such termination. 17. Application of Funds. The proceeds received by the Company from the sale of shares pursuant to Options granted and Purchases authorized under the Plan shall be used for general corporate purposes. 11 18. Governmental Regulation. The Company's obligation to sell and deliver shares of the Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. 19. Withholding of Additional Income Taxes. Upon the exercise of a Non-Qualified Option, the grant of an Award, the making of a Purchase of Common Stock for less than its fair market value, the making of a Disqualifying Disposition (as defined in paragraph 20) or the vesting of restricted Common Stock acquired on the exercise of a Stock Right hereunder, the Company, in accordance with Section 3402(a) of the Code, may require the optionee, Award recipient or purchaser to pay additional withholding taxes in respect of the amount that is considered compensation includible in such person's gross income. The Committee in its discretion may condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the making of a Purchase of Common Stock for less than its fair market value, or (iv) the vesting of restricted Common Stock acquired by exercising a Stock Right on the grantee's payment of such additional withholding taxes. 20. Notice to Company of Disqualified Disposition. Each employee who receives an ISO must agree to notify the Company in writing immediately after the employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is any disposition (including any sale) of such Common Stock before the later of (a) two (2) years after the date the employee was granted the ISO or (b) one (1) year after the date the employee acquired Common Stock by exercising the ISO. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. 21. Governing Law; Construction. The validity and construction of the Plan and the instruments evidencing Stock Rights shall be governed by the laws of The Commonwealth of Massachusetts. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires. EX-4.2 3 AMENDMENT AGREEMENT AMENDMENT AGREEMENT TO THE AVICENNA SYSTEMS CORP. 1995 STOCK PLAN AND RELATED OPTION AGREEMENTS WHEREAS, Avicenna Systems Corp., a Massachusetts corporation ("Avicenna"), has adopted the Avicenna Systems Corp. 1995 Stock Plan (the "Plan"; all terms used herein without definition shall have the meanings ascribed thereto in the Plan) and has granted options ("Options") to purchase shares of the common stock of Avicenna, par value $.01 per share ("Avicenna Common Stock"), thereunder to the employees and consultants listed on the signature page hereof (the "Optionees") pursuant to the Incentive Stock Option Agreements ("ISO Agreements") between Avicenna and such employees or the Non-Qualified Stock Option Agreements between Avicenna and such consultants ("NSO Agreements", and collectively, with the ISO Agreements being, collectively, the "Option Agreements"); WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of December 23, 1996 (the "Merger Agreement"), among Synetic, Inc., a Delaware corporation ("Synetic"), Synternet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Synetic, Avicenna and certain shareholders of Avicenna, the Parent will purchase (the "Purchase") all of the issued and outstanding capital stock of Avicenna and the Convertible Notes (as such term is defined in the Merger Agreement); and WHEREAS, in connection with the transactions contemplated by the Merger Agreement and as an inducement to the Optionees to remain in the employ of Avicenna or to continue to perform consulting services for Avicenna, as the case may be, following the Closing Date, Synetic, Avicenna and the Optionees desire to amend the terms of the Plan and the Option Agreements as set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. References to Company; Common Stock. On and after the Closing Date (as defined in the Merger Agreement), all references in the Plan and any Option Agreement to the "Company" shall be deemed to be references to Synetic, provided that any references to the employment or status as a consultant of an Optionee shall be deemed to be a reference to the employment or status as a consultant of such Optionee with Synetic and its subsidiaries. On and after the Closing Date, all references in the Plan and any Option Agreement to "Common Stock" shall be deemed to be references to Synetic common stock, $.01 par value ("Synetic Common Stock"). 2. Conversion of Options. Effective as of the Closing Date, each Option shall be deemed to represent an Option to acquire that number of shares of Synetic Common Stock equal to the number of shares of Avicenna Common Stock that would have been issued 2 upon exercise of such Option multiplied by the Exchange Ratio (as defined in the Merger Agreement), rounded to the nearest whole number of shares of Synetic Common Stock, at a price per share of Synetic Common Stock equal to the per-share exercise price specified in the Option divided by the Exchange Ratio (rounded to the nearest whole cent). 3. Vesting. (a) Notwithstanding anything to the contrary contained in the Plan, any Option Agreement or any other agreement between an Optionee and Avicenna and subject to Section 3(b) below, 50% of the Options granted to each Optionee shall be deemed to have vested as of the Closing Date, and the remaining 50% of such Options shall vest on the second anniversary of the Closing Date. (b) In the event that the employment or status as a consultant of an Optionee is terminated by Synetic or any of its subsidiaries without Cause (as defined below), or as a result of a Permanent Disability (as defined below) of such Optionee or such Optionee's death, any Options that have not vested as of the date of termination shall remain outstanding and continue to vest, and shall otherwise be treated for purposes of the terms and conditions thereof, as if such Optionee remained in the employ of or as a consultant to Avicenna through the earlier of (i) the second anniversary of the Closing Date or (ii) the occurrence of any circumstance or event that would constitute Cause; provided, however, that the Committee in its sole discretion may accelerate the vesting of any such Option. Upon any other termination of employment or status as a consultant (including, without limitation, by reason of the Optionee's resignation), any Options that have not vested as of the date of termination shall be forfeited. (c) For purposes hereof, "Cause" shall have the meaning specified in an employment agreement or consulting agreement applicable to the Optionee, or in the case of an Optionee who does not have an employment agreement or consulting agreement that defines "Cause", shall mean any of the following, each as communicated to the Optionee by notice from Avicenna setting forth in reasonable detail the nature of such Cause: 1. A failure of Optionee to perform his employment or consulting-related duties in any material respect (other than any such failure resulting from a Permanent Disability of Optionee); 2. Any willful misconduct by Optionee relating, directly or indirectly, to Synetic, Avicenna or any of their respective subsidiaries or affiliates, or any breach by Optionee of any material policy of Synetic, Avicenna or any of their respective subsidiaries or affiliates, as reasonably determined by the Board of Directors of Synetic (the "Synetic Board"); 3. Any breach by Optionee of any of the covenants set forth in Section 10 hereof or any substantially similar provisions in any other agreements with Synetic, 3 Avicenna or any of their respective subsidiaries or affiliates, as reasonably determined by the Synetic Board; or 4. Any willful violation by Optionee of any federal or state law or regulation applicable to the business of Synetic, Avicenna or any of their respective subsidiaries or affiliates, or Optionee's commission of a common law fraud or conviction of a felony or crime involving moral turpitude. Notwithstanding anything to the contrary contained in the Plan or any Option Agreement, an Optionee shall be deemed to be "Permanently Disabled" if (i) such Optionee shall become ill, mentally or physically disabled, or otherwise incapacitated so as to be unable regularly to perform the duties of his position for a period in excess of 90 consecutive days or more than 120 days in any consecutive 12 month period, or (ii) a duly licensed physician selected by Synetic or Avicenna with the reasonable approval of Optionee determines that Optionee is mentally or physically disabled so as to be unable to perform regularly the duties of his position and such condition is expected to be of a permanent duration. 4. Registration Restrictions. An Option shall not be exercisable unless and until (i) a registration statement under the Securities Act of 1933, as amended (the "Securities Act") has been duly filed and declared effective pertaining to the Synetic Common Stock subject to such Option and such Synetic Common Stock shall have been qualified under applicable state "blue sky" laws, or (ii) the Committee in its sole discretion determines that such registration and qualification is not required as a result of the availability of an exemption from such registration and qualification under such laws. Synetic shall file such a registration statement at the time and in the manner described in Section 4.03 of the Merger Agreement. Synetic shall have no obligation to issue any Synetic Common Stock pursuant to the exercise of an Option if Synetic reasonably determines at the time of such exercise that the issuance of Synetic Common Stock at such time would violate applicable law with respect to insider trading or otherwise, or then existing policies of Synetic applicable to employees or consultants of Synetic or its subsidiaries holding options to purchase Synetic Common Stock. 5. Price Protection. (a) If on any Determination Date (as defined below) the Determination Date Market Price (as defined below) is less than the Guaranteed Price (as defined in the Merger Agreement), then Synetic will deliver to an Optionee, as promptly as practicable following the date on which such Optionee has exercised a Related Option (as defined below), an amount in cash equal to (i) the number of Related Options held by such Optionee that have been exercised on such date multiplied by (ii) the number obtained by subtracting (x) the Determination Date Market Price from (y) the Guaranteed Price. (b) "Determination Date" means, (i) with respect to any Options that vest as of the Closing Date, the date on which such Options are first covered by an effective 4 registration statement filed with the Securities and Exchange Commission under the Securities Act in accordance with the provisions of Section 4.03 of the Merger Agreement and (ii) with respect to any Options that vest as of the second anniversary of the Closing Date, such second anniversary or, if the Committee exercises its discretion under Section 3(b) above to accelerate the vesting date applicable to any Option, the date on which such Option shall vest. (c) "Determination Date Market Price" means, on any Determination Date, the last reported sale price of Synetic Common Stock on the NASDAQ National Market on the trading day immediately preceding such Determination Date. (d) "Related Option" means, with respect to any Determination Date, any Option that is attributed to such Determination Date under Section 5(b) above. 6. No Acceleration Event. The parties hereto hereby acknowledge and agree that the transactions contemplated by the Merger Agreement shall not constitute an "Acceleration Event" for purposes of the Plan. Section 13(A) of the Plan is hereby deleted in its entirety and the subsections that follow such section are renumbered accordingly. 7. No Adjustment for ISOs. The parties hereto hereby acknowledge and agree that on and after the Closing Date, no Option shall be treated as an "incentive stock option" within the meaning of Section 422 of the Code. Section 13(D) of the Plan is hereby deleted in its entirety and the subsections that follow such section are renumbered accordingly. 8. No Further Grants. No Stock Rights may be granted under the Plan following the Closing Date. 9. Administration. The Plan shall be administered by the Synetic Board or the Stock Option Committee of Synetic. All contrary limitations on the membership of the committee that administers the Plan, including, without limitation, Section 2(C) thereof, is hereby deleted and the subsections that follow are renumbered accordingly. 10. Restrictive Covenants. (a) Confidentiality. Each Optionee understands and acknowledges that in the course of his employment or consulting relationship, he will have access to and will learn information proprietary to Synetic, Avicenna and their respective subsidiaries and affiliates (collectively, the "Company") that concerns the operation and methodology of the Company, including, without limitation, business plans, financial information, protocols, proposals, manuals, clinical procedures and guidelines, scientific data, computer source codes, programs, software, knowhow and specifications, copyrights, trade secrets, market information, Developments (as hereinafter defined), data and customer information (collectively, "Proprietary Information"). Each Optionee agrees 5 that, at all times (including following termination of his employment or status as a consultant with the Company), he will keep confidential and will not disclose directly or indirectly any such Proprietary Information to any third party, except as required to fulfill his duties to the Company, and will not misuse, misappropriate or exploit such Proprietary Information in any way. The restrictions contained herein shall not apply to any information which such Optionee can demonstrate (a) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Section 10, or (b) was the subject of a court order to disclose. Upon any termination of his employment or status as a consultant with the Company, each Optionee shall immediately return to the Company all copies of any Proprietary Information in his possession. (b) Restrictions on Solicitation. During the period (the "Restricted Period") beginning on the Closing Date and ending on the second anniversary of the date of cessation of the employment or status as a consultant of an Optionee with the Company for any reason whatsoever, such Optionee shall not, directly or indirectly, solicit or contact any customer of the Company for any commercial pursuit that could be reasonably construed to be in competition with the Company, or that is contemplated from time to time by Avicenna's business plan, or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Company, or induce, or attempt to induce, any employees, agents or consultants of or to the Company to do anything from which such Optionee is restricted by reason of this Section 10 nor shall such Optionee, directly or indirectly, offer or aid others to offer employment to or interfere or attempt to interfere with any employees, agents or consultants of the Company. (c) Extension of Restricted Period. The Restricted Period with respect to any Optionee shall be extended by the length of any period during which such Optionee is in breach of the terms of this Section 10. (d) Assignment of Developments. All Developments that are at any time made, conceived or suggested by any Optionee, whether acting alone or in conjunction with others, during or as a result of such Optionee's employment or consulting relationship or any prior employment or consulting relationship with the Company, shall be the sole and absolute property of the Company, free of any reserved or other rights of any kind on such Optionee's part. During such Optionee's employment or consulting relationship and, if such Developments were made, conceived or suggested by such Optionee during or as a result of such Optionee's employment or consulting relationship or any prior employment or consulting relationship with the Company, thereafter, such Optionee shall promptly make full disclosure of any such Developments to the Company and, at the Company's cost and expense, do all acts and things (including, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) deemed by the Company to be necessary or desirable at any time in order to effect the full assignment to the Company of such Optionee's right and title, if any, to such Developments. For purposes of 6 this Agreement, the term "Developments" shall mean all data, discoveries, findings, reports, designs, inventions, improvements, methods, practices, techniques, developments, programs, concepts, and ideas, whether or not patentable, relating to the present or planned activities, or future activities of the Company of which such Optionee is aware, or the products and services of the Company. (e) Remedies. Each Optionee acknowledges and agrees that damages for a breach or threatened breach of any of the covenants set forth in this Section 10 will be difficult to determine and will not afford a full and adequate remedy, and therefore agrees that the Company, in addition to seeking actual damages in connection therewith, may seek specific enforcement of any such covenant in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Without limiting the generality of the foregoing, in the event of a material breach by an Optionee of any of the restrictive covenants set forth in this Section 10, the Committee, in its sole discretion, may require that any or all of such Optionee's Options (whether or not vested) shall terminate and be cancelled without any consideration being paid therefor. (f) Severability. The parties have carefully reviewed the provisions of this Amendment Agreement and agree that they are fair and equitable. However, in light of the possibility of differing interpretations of law and changes in circumstances, the parties agree that if any one or more of the provisions of this Amendment Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Amendment Agreement shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of the provisions contained in this Amendment Agreement is determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law. (g) Survival. The provisions of this Section 10 shall survive the exercise, termination or expiration of any of the Options or the termination or expiration of the Plan. 11. Payment of Option Price. Notwithstanding anything to the contrary contained in the Plan or any Option Agreement, the payment of the exercise price for any Option shall be in cash or certified or official bank check unless otherwise determined by the Committee in its sole discretion. 12. Rights of First Refusal. The rights of refusal contained in Section 16 of each of the NSO Agreements and Section 17 of each of the ISO Agreements are hereby deleted in their entirety. 7 13. Counterparts; Option Agreements. This Amendment Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be a separate agreement between the Optionee, Synetic and Avicenna, but all of which taken together shall constitute one and the same agreement. Each Optionee represents that he has attached to the counterpart of the signature page to this Amendment Agreement executed by him a complete and accurate copy of each Option Agreement (and each amendment and supplement thereto) to which he is a party. In the event that any Optionee fails to execute this Amendment Agreement, the provisions hereof shall remain in full force and effect as to any Optionees who have executed this Amendment Agreement and shall in no way be affected, impaired or invalidated. 14. Effective Date; 280G Approval. This Amendment Agreement shall be effective as of the Closing Date. In the event that the Merger is not consummated, this Amendment Agreement shall be null and void. The Optionees hereby agree that any payment or right that results from the Merger Agreement and the transactions contemplated thereby (including, without limitation, any acceleration of vesting of an Option or any payment under Section 5 above) that would otherwise constitute "a parachute payment" (within the meaning of Section 280G of the Code) shall be subject to the approval of the stockholders of Avicenna in a vote satisfying the requirements of Section 280G(b)(5) of the Code. 15. Governing Law. This Amendment Agreement and, notwithstanding any provision in the Plan or any Option Agreement to the contrary, the Plan and the Option Agreements, shall be governed by, and construed in accordance with, the laws of the State of New Jersey without reference to the choice of law provisions of New Jersey law. 16. References to Plan and Option Agreements. On and after the Closing Date, all references contained in the Plan and any Option Agreement to either the Plan or an Option Agreement shall be deemed to be a reference to the Plan or Option Agreement as amended by this Amendment Agreement. The second sentence of Section 1 of each Option Agreement is hereby deleted in its entirety. 8 IN WITNESS WHEREOF, Synetic, Avicenna and the Optionees have each duly executed this Amendment Agreement, or have caused this Amendment Agreement to be duly executed by their respective officers, as of the Closing Date. SYNETIC, INC. By:_________________ Name: Title: AVICENNA SYSTEMS CORP. By:_________________ Name: Title: OPTIONEES EX-5 4 OPINION OF SHEARMAN & STERLING (Shearman & Sterling Letterhead) December 31, 1996 Synetic, Inc. 669 River Drive Elmwood Park, New Jersey 07407-1361 Ladies and Gentlemen: We have acted as counsel for Synetic, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") of the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to 161,015 shares (the "Shares") of common stock, par value $.01 per share, of the Company (the "Common Stock"), to be issued from time to time pursuant to the Avicenna Systems Corp. 1995 Stock Plan, as amended (the "Plan"). In so acting, we have examined the Registration Statement and we have also examined and relied as to factual matters upon the representations and warranties contained in originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies. The opinion expressed below is limited to the law of the State of New York, the General Corporation Law of Delaware and the federal law of the United States, and we do not express any opinion herein concerning any other law. Based upon the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Shearman & Sterling DJB:bk:sa EX-23.1 5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated September 27, 1996 included in Synetic, Inc.'s Form 10-K for the year ended June 30, 1996 and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP ------------------------- Arthur Andersen LLP New York, New York December 20, 1996 EX-23.2 6 CONSENT LETTER [Emens, Kegler, Brown, Hill & Ritter Letterhead] December 31, 1996 Synetic, Inc. 669 River Drive Elmwood Park, NJ 07407-1361 Ladies and Gentlemen: We hereby consent to the incorporation by reference into the Synetic, Inc. Registration Statement on Form S-8 (File No. 333- )filed with the Securities and Exchange Commission, of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996. We also consent to all reference to our firm included in such Registration Statement. Columbus, Ohio Very truly yours, EMENS, KEGLER, BROWN, HILL & RITTER CO., L.P.A. By: /s/Jack A. Bjerke ---------------------------------- Jack A. Bjerke, Vice President cc: Robert D. Marotta, Esq. EX-24 7 POWERS OF ATTORNEY SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint James V. Manning, with full power to act as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done as full to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 17th day of December 1996. /s/ Herman Sarkowsky ------------------------------ Signature Herman Sarkowsky ------------------------------ Print Name /s/ Paul C. Suthern ------------------------------ Signature Paul C. Suthern ------------------------------ Print Name /s/ Per G.H. Lofberg ------------------------------ Signature Per G.H. Lofberg ------------------------------ Print Name /s/ Ray E. Hannah ------------------------------ Signature Ray E. Hannah ------------------------------ Print Name /s/ Charles A. Mele ------------------------------ Signature Charles A. Mele ------------------------------ Print Name /s/ James V. Manning ------------------------------ Signature James V. Manning ------------------------------ Print Name /s/ Albert Weis ------------------------------ Signature Albert Weis ------------------------------ Print Name /s/ Mervyn L. Goldstein, MD ------------------------------ Signature Mervyn L. Goldstein, MD ------------------------------ Print Name /s/ Roger Licht ------------------------------ Signature Roger Licht ------------------------------ Print Name /s/ Thomas R. Ferguson ------------------------------ Signature Thomas R. Ferguson ------------------------------ Print Name /s/ Martin J. Wygod ------------------------------ Signature Martin J. Wygod ------------------------------ Print Name -----END PRIVACY-ENHANCED MESSAGE-----