-----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, VrHa0C6gYB7akJOsafeN+8TThY/Uo4ciTnMf33MfwbA3nNF5+YFgAtrDZ9WvchoX 2aEBvfPM3w4HaO2rtcsivQ== 0000947871-97-000032.txt : 19970221 0000947871-97-000032.hdr.sgml : 19970221 ACCESSION NUMBER: 0000947871-97-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970211 EFFECTIVENESS DATE: 19970211 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: 333-21555 FILM NUMBER: 97524383 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 February 11, 1997 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) 1989 CLASS A STOCK OPTION PLAN 1989 CLASS B STOCK OPTION PLAN 1991 DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENTS BETWEEN SYNETIC, INC. AND CERTAIN INDIVIDUALS (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 Aggregate Aggregate Registration Registered Registered Share Offering Price Fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock 30,000 Shares $30.25(*) $907,500.00 $275.00 par value $.01 per share 830,000 Shares $10.00(*) $8,300,000.00 $2,515.15 850,000 Shares $47.375(**) $40,268,750.00 $12,202.65 ---------- $14,992.80 ========== ============================================================================================================================= (*) Pursuant to Rule 457(h), offering prices are based on the exercise price of the options. ** The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange consolidated reporting system on February 4, 1997, in accordance with Rule 457(c), and is being utilized solely for the purpose of calculating the registration fee.
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, 4 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. 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* Synetic, Inc. 1989 Class A Stock Option Plan 4.2* Synetic, Inc. 1989 Class B Stock Option Plan 4.3* Synetic, Inc. 1991 Director Stock Option Plan 4.4+ Stock Option Agreement between Synetic, Inc. and Carl Kanter. 4.5+ Form of Stock Option Agreement between Synetic, Inc. and the following optionees: James V. Manning, Victor L. Marrero, David J. Schlanger, Pamela B. Spira, Paul C. Suthern and Anthony Vuolo. 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 (included on signature page). * Previously Filed + Filed herewith 5 Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (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 11 day of February, 1997. 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 February 11, 1997. Signature Title --------- ----- * - ----------------------------- Chairman of the Board (Martin J. Wygod) * - ----------------------------- President and Chief Executive Officer (James V. Manning) /s/ Victor L. Marrero Vice President - Finance and - ----------------------------- 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/Victor L. Marrero Attorney-in-Fact -------------------------- EX-4.4 2 STOCK OPTION AGREEMENT EXHIBIT 4.4 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of May 1 1992, between SYNETIC, INC., a Delaware corporation with offices at 100 Summit Avenue, Montvale, New Jersey 07645 (the "Company"), and CARL KANTER ("Optionee"). RECITAL The Optionee was granted an option to purchase shares of the Company's Common Stock as of October 25, 1991, as an inducement to enter into the Optionee's Employment Agreement with Medco Containment Services, Inc. ("Medco"), the parent of the Company, dated as of May 1, 1992 (the "Employment Agreement") pursuant to which the Optionee will render services to Medco and its subsidiaries including the Company. As a result, the Company has elected to issue to the Optionee an option to acquire 30,000 shares of its Common Stock. All terms used herein shall have the same meanings as in the Employment Agreement, unless otherwise defined. AGREEMENTS In consideration of the Recital (which is incorporated by reference) and the mutual covenants of this Agreement, the Company and Optionee agree as follows: 1. Confirmation of Grant of Option. The Company hereby confirms that Optionee has been granted, subject to the terms of this Agreement and the Employment Agreement, the right (the "Option") to purchase 30,000 shares of Common Stock, $.01 par value, of the Company. All of the shares of the Company's Common Stock are hereinafter referred to as the "Common Stock," and the 30,000 shares of Common Stock which are subject to purchase hereunder are hereinafter referred to as "Shares". Said number of Shares subject to the Option may be adjusted as provided in Section 10. 2. Exercisability of Option. 2.1. Subject to the terms and conditions of this Agreement (including Sections 2.3, 2.4 and 2.5), the Option shall become exercisable (i.e., "vested"): 2.1.1. with respect to 20% of the Shares, on and after the first anniversary of the commencement of the Employment Period under the Employment Agreement ("Employment Commencement Date"); 2 2.1.2. with respect to an additional 20% of the Shares, on and after the second anniversary of the Employment Commencement Date; 2.1.3. with respect to an additional 20% of the Shares, on and after the third anniversary of the Employment Commencement Date; 2.1.4. with respect to an additional 20% of the Shares, on and after the fourth anniversary of the Employment Commencement Date; and 2.1.5. with respect to the remainder of the Shares, on and after the second business day before the fifth anniversary of the Employment Commencement Date. 2.2. The unexercised portion of the Option (both vested and non-vested) shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: 2.2.1. The tenth anniversary of the date of this Agreement; 2.2.2. Subject to the provisions of Sections 2.3, 2.4 and 2.5 below, 30 days following the date of termination of Optionee's status as an officer of the Company (during which period vesting shall continue). 2.3. If Optionee dies while employed by Medco or within the 30-day period following the date of termination of Optionee's employment (described in Section 2.2.2), any unexercised portion of the Option which was otherwise exercisable on the date of death shall be exercisable by Optionee's personal representatives or heirs at law, if no personal representative is required by the governing state law, at any time within the one-year period from date of death. Notwithstanding anything to the contrary contained herein, if (a) Optionee dies during the Employment Period or (b) the Optionee's employment with Medco is terminated pursuant to Section 4.7 of the Employment Agreement by reason of subclause (ii) thereof or by reason of subclause (i) thereof and the Executive has submitted within 60 days of such termination by reason of subclause (i) to an examination by a duly licensed physician selected by Medco and such physician has determined that the Executive has a Permanent Disability, then, in each such case, 80% of the Shares (inclusive of such number of Shares as to which the Option theretofore became vested) subject to the Option shall automatically and immediately become exercisable and vested on the date of death or the date of termination pursuant to Section 4.7 by reason of subclause (ii) or the determination by such physician that the Executive has a Permanent Disability, as the case may be. 3 2.4. Notwithstanding anything to the contrary contained herein, if a Change of Control (as defined below) has occurred during the Employment Period and following such Change of Control Optionee's employment with the Company is terminated "without cause," 100% of the then unvested Shares subject to the Option shall automatically and immediately become exercisable and vested on the effective date of Optionee's termination of employment and any unexercised Shares shall remain exercisable only for the time period specified in Section 2.2. For purposes of this Agreement, "Change of Control" shall mean (1) a merger of Medco into another entity (other than an entity controlled or jointly controlled by Medco), or (2) a merger of another entity (other than an entity controlled or jointly controlled by Medco) into Medco, or (3) a sale of all or substantially all of the assets of Medco to another entity (other than an entity controlled or jointly controlled by Medco), or (4) an entity, that is not controlled or jointly controlled by Medco, becomes the beneficial owner of more than fifty percent of the outstanding common stock of Medco, or (5) a successful solicitation of shareholder proxies occurs, the purpose of which is to remove from the Board of Directors those directors which have been proposed by the incumbent management of Medco; provided that after each such occurrence there results a change in the composition of the Board of Directors of Medco (or the surviving entity, as the case may be) such that the individuals who were the directors of Medco prior to such occurrence do not constitute at least fifty percent of the Board of Directors of Medco (or the surviving entity, as the case may be) immediately after such occurrence; and provided, further, that after any such occurrence, Martin J. Wygod is not a member of senior management of Medco (or the surviving entity, as the case may be). 2.5. In the event that (i) Optionee's employment with Medco is terminated "without cause" or (ii) the Optionee's bona fide termination of his employment with the Company pursuant to Section 7.2 of the Employment Agreement (other than a termination pursuant to Section 7.3 after a Change of Control, which shall be governed by Section 2.4), the Shares subject to the Option will continue to vest, in accordance with the schedule set forth in Section 2.1, until the later to occur of (a) one year from the date of termination of Optionee's employment or (b) the second anniversary of the Employment Commencement Date. In each case, the unexercised portion of the Option shall automatically and without notice terminate and become null and void 30 days following the final vesting of Shares pursuant to this Section 2.5. 2.6. Notwithstanding anything to the contrary contained herein, in no event shall the Option be exercisable after the expiration of ten years from the date of this Agreement. 4 3. Method of Exercise of Option. The Option may be exercised by Optionee (or by Optionee's personal representatives or heirs at law, as provided in Section 2, but by no other person) as to all or (at Optionee's election) part of the Shares as to which the Option is then exercisable (that is, vested) under Section 2 by giving written notice of exercise to the Company at its principal business office, specifying the number of Shares for which the Option is exercised, accompanied by payment in full for such Shares (as determined pursuant to Section 4) together with any amount required for payroll withholding tax under all applicable federal, state or local laws or regulations or payment may be made by the Optionee by any other method or at any other time at which the policies of the Company's Stock Option Committee permit as to other options. The failure to exercise the Option, in whole or in part, as to any vested exercise rights shall not constitute a waiver of these rights. The Company shall cause certificates for the Shares so purchased to be delivered to Optionee or Optionee's personal representatives or heirs at law, at its principal business office, against payment in full of the Option price for such Shares (as determined pursuant to Section 4), as soon as practicable following receipt of the notice of exercise and the applicable purchase price. The purchase price shall be paid in cash or by certified or official bank check. 4. Option Price. Subject to adjustment as provided in Section 10, the purchase price of the Shares covered by this Agreement shall be $30.25 per share. 5. Non-Transferability of Option. The Option shall not be transferable otherwise than by will or by the laws of descent and distribution. Without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as permitted in the preceding sentence), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to levy, attachment or similar process. Any attempt to assign, transfer, pledge or hypothecate the Option contrary to the provisions of this Agreement, and any levy, attachment or similar process upon the Option shall be null and void and without effect, and the Company's Board of Directors or the Stock Option Committee thereof may, in its discretion, upon the happening of any such event, terminate the Option as of the date of such event. 6. No Rights Prior to Issuance of Shares. The holder of the Option shall not have any rights to dividends nor any other rights of a shareholder with respect to the Shares covered by the Option until the Shares have been issued (as evidenced by the appropriate entry on the books of the transfer agent of the Company) following exercise of the Option prior to its termination. 7. Section 9 of the Employment Agreement Violation. Notwithstanding anything to the contrary contained herein, in the event of a material breach by the Optionee at any time of the provisions of Section 9 of the Employment Agreement and termination of employment of the Executive if not previously terminated, the unexercised portion of the 5 Option (both vested and non-vested) shall automatically and without notice terminate and become null and void. 8. Restrictions on Exercise and on Common Stock. 8.1. The Shares issued upon exercise of the Option shall be issued only to Optionee or a person permitted to exercise the Option pursuant to Section 2.3. Each share certificate representing Shares purchased upon exercise of the Option shall bear a legend stating that the Shares evidenced thereby may not be sold or transferred except in compliance with the Securities Act of 1933, as amended (the "1933 Act"), and the provisions of the Employment Agreement. The certificate(s) may be made subject to a stop transfer order placed with the Company's transfer agent. 8.2. Notwithstanding any other provision of this Agreement, unless the issuance of Shares upon exercise of the Option shall then be covered by an effective registration statement under the 1933 Act (which the Company shall have no obligation to file but has the present intention to file a Registration Statement on Form S-8 covering such Shares), the Company shall have no obligation to issue any Shares pursuant to an exercise of the Option in the absence of an opinion of counsel to the Company that said sale may be effected pursuant to an exemption from the registration requirements of the 1933 Act. If the Company's Common Stock is not then publicly traded, the Company shall have no obligation to file a registration statement or take other steps to permit the Shares to be issued in compliance with the 1933 Act. It shall be a further condition to the Company's obligation to issue and deliver to Optionee certificates for those Shares, that Optionee deliver to the Company in writing a representation that such Optionee is exercising such Option for his own account (and, unless the Shares are then registered under the 1933 Act,) for investment only and not with a view to distribution and that the Optionee will not make any sale, transfer or other disposition of any Shares purchased except (i) pursuant to the registration thereof under the 1933 Act, (ii) pursuant to an opinion of counsel satisfactory in form and substance to the Company that the sale, transfer or other disposition may be made without registration, or (iii) pursuant to a "no-action" letter from the Securities and Exchange Commission. Optionee has been advised and understands the Shares must be held indefinitely unless they are registered for resale under the 1933 Act or an exemption from registration is available and that the Company is under no obligation to register those Shares under the 1933 Act for resale or to take any action which would make available to the holder any exemption from registration. 9. Right to Terminate Employment. This Agreement does not constitute a contract of, or an implied promise to continue, Optionee's employment or status with Medco or any subsidiary of Medco; and nothing contained in this Agreement shall confer upon Optionee the right to continue such employment or status; nor does this Agreement affect the right of Medco to terminate Optionee's employment at any time. Optionee shall have no 6 rights in the benefits conferred by the Option or in any Shares except to the extent the Option is exercised while vested and prior to termination. Termination of the Option by reason of cessation of employment shall give no rise for any claim for damages by Optionee under this Agreement and shall be without prejudice to any rights or remedies which Medco or any subsidiary of Medco may have against Optionee. 10. Adjustment. 10.1. The number and price per Share covered by the Option, and any other rights under the Option, shall be appropriately adjusted, as deemed appropriate by the Company's Board of Directors or the Stock Option Committee, as the case may be (whose good faith determination shall be absolute and binding upon the Optionee), to reflect any subdivision (stock split) or consolidation (reverse split) of the issued Common Stock of the Company, or any other recapitalization of the Company, or any business combination or other transaction involving the Company, which shall substantially affect the rights of holders of Common Stock. The Stock Option Committee or the Board of Directors, as the case may be, shall provide for appropriate adjustment of the Option in the event of stock dividends or distributions of assets or securities of other companies owned by the Company to stockholders relating to Common Stock for which the record date is prior to the date the Shares purchased by exercise of the Option are issued or transferred, except that no such adjustment shall be made for cash dividends or stock dividends of 10% or less (cumulatively, in the aggregate). 10.2. In the event of a change in the presently authorized Common Stock of the Company which is limited to a change of all of its presently authorized shares of Common Stock with par value into the same number of shares without par value, or any change of all of the then authorized shares of Common Stock with par value into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be Shares as defined in Section 1, and no change in the number of shares covered by the Option or in the Option Price shall take place. 11. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. Each notice to the Company shall be addressed to it at its principal office, attention of the Vice President - Treasurer, with a copy to the Executive Vice President - General Counsel. Each notice to Optionee (or other person or persons then entitled to exercise the Option) shall be addressed to Optionee (or such other person or persons) at Optionee's most recent address on the books of the Company. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect. Each notice shall be deemed to have been given on the day it is received. 7 12. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor of the Company. Subject to Section 2.3, rights granted to the Company under this Agreement shall be binding upon Optionee's personal representatives and heirs at law. 13. Source of Rights. This Agreement and the Employment Agreement shall be the sole and exclusive source of any and all rights which Optionee, and Optionee's personal representatives or heirs at law, may have in respect of the Option as granted hereunder. In the event of any conflict between the provisions of the Employment Agreement and of this Agreement, the provisions of the Employment Agreement shall prevail. 14. Captions. The captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 15. Interpretation and Construction. The good faith interpretation and construction by the Board of Directors or by the Stock Option Committee of any provision of this Agreement shall be final and conclusive and binding on the parties hereto. 16. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey without regard to any principles of conflict of laws. Execution The parties signed this Agreement as of the day and year first above written, whereupon it became binding in accordance with its terms. SYNETIC, INC. By: ---------------------------------- James V. Manning Senior Executive Vice President - Finance --------------------------------------- CARL KANTER EX-4.5 3 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of December 7, 1994, between SYNETIC, INC., a Delaware corporation (the "Company"), and [Name of Optionee] ("Optionee"). RECITAL The Company desires to provide Optionee with an opportunity to acquire shares of Common Stock of the Company, subject to stockholder approval. As a result, the Company has elected to issue to Optionee an option to acquire 125,000 shares of its Common Stock (as defined below) and intends that such option comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). To the extent that any provision of this Agreement or any action by the Board (as defined below) or the Committee (as defined below) fails to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board or the Committee. Moreover, in the event that this Agreement does not include a provision required by Rule 16b-3 to be stated herein, such provision (other than one relating to price and amount of Options) shall be deemed automatically to be incorporated by reference into this Agreement if the Optionee is subject to Section 16 of the Exchange Act. AGREEMENTS In consideration of the Recital (which is incorporated by reference) and the mutual covenants of this Agreement, the Company and Optionee agree as follows: 1. Confirmation of Grant of Option. Pursuant to a determination by the Stock Option Committee of the Board of Directors of the Company (the "Board"), effective as of the date first set forth above (the "Date of Grant"), the Company hereby confirms that Optionee has been granted, subject to the terms of this Agreement and approval by the Company's stockholders at the 1994 Annual Meeting of Stockholders, the right (the "Option") to purchase 125,000 shares of Common Stock, $.01 par value, of the Company ("Common Stock"). All of the shares hereunder are hereinafter referred to as "Shares". Said number of Shares subject to the Option may be adjusted as provided in Section 9. As used herein, "Committee" shall mean the Stock Option Committee of the Board (and any successor committee appointed by the Board), which shall consist of two or more directors of the Company, all of whom shall be "disinterested" within the meaning of Rule 16b-3(c)(2)(i) promulgated under the Exchange Act. 2 2. Exercisability of Option. 2.1. Subject to the terms and conditions of this Agreement (including Sections 2.3, 2.4 and 2.5), the Option shall become exercisable (i.e., "vested"): 2.1.1. with respect to 20% of the Shares, on and after the first anniversary of the Date of Grant; 2.1.2. with respect to an additional 20% of the Shares, on and after the second anniversary of the Date of Grant; 2.1.3. with respect to an additional 20% of the Shares, on and after the third anniversary of the Date of Grant; 2.1.4. with respect to an additional 20% of the Shares, on and after the fourth anniversary of the Date of Grant; and 2.1.5. with respect to the remainder of the Shares, on and after the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, unless otherwise permitted by the Committee, the Option shall not become exercisable until the date six months following the date that the grant of the Option is approved by the stockholders of the Company at the Company's 1994 Annual Meeting of Stockholders. 2.2. The unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: 2.2.1. The tenth anniversary of the Date of Grant; 2.2.2. Subject to the provisions of Sections 2.3, 2.4, 2.5 and 2.6 below, 90 days following the date of termination of Optionee's status as an employee of the Company for any reason in the case of the vested portion of the Option and immediately following such date of termination in the case of the unvested portion of the Option, provided that if, prior to the expiration of such 90-day period, Optionee is retained as a consultant by the Company, Optionee shall be deemed to continue to be an employee of the Company for purposes of this Section 2.2 and Section 2.3 until 90 days following the date Optionee shall cease to be so retained, unless the Board or the Committee shall determine, in its sole discretion, that retention of Optionee as a consultant shall not be deemed to result in continuation as an employee for purposes of this Section 2.2 and Section 2.3 with respect to either (a) all Shares covered by the Option or (b) the Shares for which the Option has not yet become exercisable, pursuant to Section 2.1, as of the date of termination of employment. Any such continuation shall not be deemed the grant of a new Option. 3 2.3. If Optionee dies while an employee of the Company or within the 90-day period following the date of termination of Optionee's status as an employee of the Company, any unexercised portion of the Option which was otherwise exercisable on the date of death shall be exercisable by Optionee's personal representatives or, if no personal representative is required by the governing state law, Optionee's heirs at law, at any time within the one-year period from the date of death. 2.4. If Optionee's employment is terminated by the Company for any reason other than for "Cause" (as defined below), the Option shall continue after such termination in accordance with its terms until the later of (a) one year following the date of such termination and (b) one year following the second vesting of the Option. For purposes of this Agreement, "Cause" shall mean: (a) a determination in good faith by the Board that Optionee's actions or inactions as to the performance of duties and responsibilities reasonably required of Optionee constituted gross negligence or willful misconduct; or (b) Optionee's failure to conform in all material respects with any significant business policies or procedures of the Company as determined, in good faith, by the Board; or (c) any willful and material violation by Optionee of any federal or state law or regulation applicable to the business of the Company, or Optionee's conviction of a felony, or any willful perpetration by Optionee of a common law fraud. 2.5. Notwithstanding any other provision of this Agreement, the right to exercise any unvested portion of the Option may be accelerated by the Board or the Committee and shall accelerate, without any action by the Board or the Committee (which event shall not be deemed the grant of a new option), eighteen months following a Change of Control (as defined below) and will become immediately exercisable following a Change of Control upon the occurrence of any of the following: (a) termination of Optionee by the Company without Cause, (b) resignation by Optionee for "Good Reason" (as defined below), or (c) Optionee's death or disability. 4 2.5.1. For purposes of this Agreement, "Good Reason" shall mean: (a) the Company's material breach of any material terms of an employment agreement between Optionee and the Company (an "Employment Agreement"), if any; (b) relocation without Optionee's consent to an office outside the greater New York City Metropolitan area; (c) any material change in Optionee's duties or responsibilities that results in: (i) Optionee no longer having duties and responsibilities equal to or greater than those prior to the "Change of Control", or (ii) Optionee being required, without consent, to devote more than a de minimis amount of time to an area of activity Optionee is not engaged in as of the "Change of Control" date. 2.5.2. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: (a) both (i) any person, entity or group shall have acquired at least 50% of the voting power of the outstanding voting securities of the Company, excluding, for purposes of computing the number of voting securities outstanding, any such voting securities required, pursuant to the Amended and Restated Investment Agreement, dated as of September 13, 1994, between the Company and Martin J. Wygod (the "Investment Agreement"), to be voted in the manner set forth in Sections 3(a)(i) or 4(a)(i), as the case may be, of the Investment Agreement ("50% Voting Power") and (ii) following such acquisition of 50% Voting Power, the Chairman of the Board and the Chief Executive Officer of the Company immediately prior to the acquisition of 50% Voting Power shall cease to hold one or more of the following positions: Chairman of the Board or Chief Executive Officer of the Company or a senior executive officer of the acquirer of 50% Voting Power, in each case with duties and responsibilities greater than or substantially equivalent to those prior to such acquisition of 50% Voting Power; or (b) both (i) a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination") shall have occurred and (ii) following such Business Combination, the Chairman of the Board and the Chief Executive Officer of the Company immediately prior to such Business Combination shall cease to be Chairman of the Board or Chief 5 Executive Officer of, or to hold a senior executive position in, the corporation resulting from such Business Combination, with duties and responsibilities greater than or substantially equivalent to those prior to such Business Combination; or (c) a complete liquidation or dissolution of the Company shall have occurred. 2.6. Notwithstanding anything to the contrary contained herein, in no event shall the Option be exercisable after the expiration of ten years from the date of this Agreement. 3. Method of Exercise of Option. The Option may be exercised by Optionee (or by Optionee's personal representatives or heirs at law, as provided in Section 2, but by no other person) as to all or (at Optionee's election) part of the Shares as to which the Option is then exercisable (that is, vested) under Section 2 by giving written notice of exercise to the Company at its principal business office, specifying the number of Shares for which the Option is exercised, accompanied by payment in full for such Shares (as determined pursuant to Section 4) together with any amount required for payroll withholding tax under all applicable federal, state or local laws or regulations. The failure to exercise the Option, in whole or in part, as to any vested exercise rights shall not constitute a waiver of these rights. The Company shall cause certificates for the Shares so purchased to be delivered to Optionee or Optionee's personal representatives or heirs at law, at its principal business office, against payment in full of the Option price for such Shares (as determined pursuant to Section 4), as soon as practicable following receipt of the notice of exercise and the applicable purchase price. The Option price shall be paid in cash, certified check or bank draft, or (if the shares of Common Stock of the Company are then publicly traded) in fully paid shares of Common Stock of the Company (valued for this purpose at their then fair market value determined by the Committee), consistent with practices permitted by the Committee or a combination of the two. 4. Option Price. Subject to adjustment as provided in Section 9, the purchase price of the Shares covered by this Agreement shall be $10.00 per Share. 5. Non-Transferability of Option. The Option shall not be transferable otherwise than by will or by the laws of descent and distribution. Without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as permitted in the preceding sentence), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to levy, attachment or similar process. Any attempt to assign, transfer, pledge or hypothecate the Option contrary to the provisions of this Agreement, and any levy, attachment or similar process upon the Option shall be null and void and without effect, and the Board or the Committee may, in its discretion, upon the happening of any such event, terminate the Option as of the date of such event. 6 6. No Rights Prior to Issuance of Shares. The holder of the Option shall not have any rights to dividends nor any other rights of a shareholder with respect to the Shares covered by the Option until the Shares have been issued (as evidenced by the appropriate entry on the books of the transfer agent of the Company) following exercise of the Option prior to its termination. 7. Restrictions on Exercise and on Common Stock. 7.1. The Shares issued upon exercise of the Option shall be issued only to Optionee or a person permitted to exercise the Option pursuant to Section 2.3. Each share certificate representing Shares purchased upon exercise of the Option shall bear a legend stating that the Shares evidenced thereby may not be sold or transferred except in compliance with the Securities Act of 1933, as amended (the "1933 Act"). Unless the Shares are covered by an effective Registration Statement as provided in the following paragraph, the certificate(s) may be made subject to a stop transfer order placed with the Company's transfer agent. 7.2. Notwithstanding any other provision of this Agreement, unless the issuance of Shares upon exercise of the Option shall then be covered by an effective registration statement under the 1933 Act (which the Company hereby agrees promptly to file on Form S-8 or another appropriate form, unless the Company reasonably determines at the time of such exercise that the sale of Shares by Optionee at such time would violate applicable law (other than a violation relating to the failure to register the Shares as required hereunder), with respect to insider trading or otherwise, or then existing policies of the Company consistently applied to all senior officers of the Company holding options to purchase Common Stock), the Company shall have no obligation to issue any Shares pursuant to an exercise of the Option unless the Company concludes, in good faith, that said sale may be effected pursuant to an exemption from the registration requirements of the 1933 Act and applicable state blue sky laws. If the Company's Common Stock is not then publicly traded, the Company shall have no obligation to file a registration statement or take other steps to permit the Shares to be issued in compliance with the 1933 Act and applicable state blue sky laws. It shall be a further condition to the Company's obligation to issue and deliver to Optionee certificates for those Shares, that Optionee deliver to the Company in writing a representation that such Optionee is exercising such Option for his own account and, unless the Shares are then registered under the 1933 Act, for investment only and not with a view to distribution and that the Optionee will not make any sale, transfer or other disposition of any Shares purchased except (i) pursuant to the registration thereof under the 1933 Act, (ii) pursuant to an opinion of counsel satisfactory in form and substance to the Company that the sale, transfer or other disposition may be made without registration, or (iii) pursuant to a "no-action" letter from the Securities and Exchange Commission. Optionee has been advised and understands that the Shares must be held indefinitely unless they are registered for resale under the 1933 Act or an exemption from registration is available and that the Company is under no obligation to take any action which would make available to the holder any exemption from registration. In the event any Option hereunder terminates during a period during which the Shares are not registered pursuant to an S-8 Registration 7 (or otherwise), the termination of such Option shall be suspended until 90 days after such registration has become effective. With respect to Shares registered for resale under the 1933 Act, the Company will provide Optionee with customary indemnification agreements from liability arising under the 1933 Act and related laws and regulations. 8. Right to Terminate Employment. This Agreement does not constitute a contract of, or an implied promise to continue, Optionee's employment or status with the Company or any subsidiary of the Company; and nothing contained in this Agreement shall confer upon Optionee the right to continue such employment or status; nor does this Agreement affect the right of the Company to terminate Optionee's employment at any time. Optionee shall have no rights in the benefits conferred by the Option or in any Shares except to the extent the Option is exercised while vested and prior to termination. Termination of the Option by reason of rightful termination of employment shall give no rise for any claim for damages by Optionee under this Agreement and shall be without prejudice to any rights or remedies which the Company or any subsidiary of the Company may have against Optionee. 9. Adjustment. 9.1. In the event of any subdivision (stock split) or consolidation (reverse split) of the issued Common Stock of the Company, or any other recapitalization of the Company, or any business combination or other transaction involving the Company, which shall substantially affect the rights of holders of Common Stock, the Board or the Committee shall make such appropriate adjustments to the number of Shares and price per Share covered by the Option, and any other rights under the Option, as deemed appropriate by the Board or the Committee, as the case may be (whose good faith determination shall be absolute and binding upon Optionee), to provide Optionee with a benefit equivalent to that to which Optionee would have been entitled if such event had not occurred; provided, however, that if, as a result of such event, the Common Stock is no longer publicly traded, the Board or the Committee shall make such appropriate adjustments to the unvested portion of the Option, as deemed appropriate by the Board or the Committee, as the case may be (whose good faith determination shall be absolute and binding upon Optionee), to provide Optionee with a benefit equivalent to that to which Optionee would have been entitled if Optionee would have had the right to exercise any unvested portion of the Option immediately prior to such event. The Committee or the Board, as the case may be, shall provide for appropriate adjustment of the Option in the event of stock dividends or distributions of assets or securities of other companies owned by the Company to stockholders relating to Common Stock for which the record date is prior to the date the Shares purchased by exercise of the Option are issued or transferred, except that no such adjustment shall be made for cash dividends or stock dividends of 10% or less (cumulatively, in the aggregate). 9.2. In the event of a change in the presently authorized Common Stock of the Company which is limited to a change of all of its presently authorized shares of Common Stock with par value into the same number of shares without par value, or any change of all of the then authorized shares of Common Stock with par value into the same 8 number of shares with a different par value, the shares resulting from any such change shall be deemed to be Shares as defined in Section 1, and no change in the number of shares covered by the Option or in the Option price shall take place. 10. Taxes. If the Company shall be required to withhold any amounts by reason of any federal, state or local tax rules or regulations in respect of the payment of cash or the issuance of Shares pursuant to the exercise of the Option, the Company shall be entitled to deduct and withhold such amounts from any cash payments to be made to Optionee. In any event, Optionee shall make available to the Company, promptly when requested by the Company, sufficient funds or Shares (consistent with practices permitted by the Committee) to meet such withholding obligations. 11. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. Each notice to the Company shall be addressed to it at its principal office, attention of the Chief Financial Officer, with a copy to the Secretary. Each notice to Optionee (or other person or persons then entitled to exercise the Option) shall be addressed to Optionee (or such other person or persons) at Optionee's most recent address on the books of the Company. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect. Each notice shall be deemed to have been given on the day it is received. 12. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor of the Company. Subject to Section 2.3, rights granted to the Company under this Agreement shall be binding upon Optionee's personal representatives and heirs at law. 13. Source of Rights. This Agreement shall be the sole and exclusive source of any and all rights which Optionee, and Optionee's personal representatives or heirs at law, may have in respect of the Option as granted hereunder. In the event of any conflict between the provisions of an Employment Agreement, if any, and of this Agreement, the provisions of such Employment Agreement shall prevail. 14. Captions. The captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 15. Interpretation and Construction. The Option shall be administered by the Committee. The Committee shall have authority to interpret and construe the terms of the Option, to make all determinations necessary or advisable for the administration of the Option (including determinations relating to the delivery of shares of Common Stock in payment of the purchase price of the Shares covered by the Option and any tax withholding obligations, subject to compliance with any applicable rules promulgated under Section 16 of the Exchange Act). The good faith interpretation and construction by the Board or by the Committee of any provision of this Agreement shall be final and conclusive and binding on the parties hereto. 9 16. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey without regard to any principles of conflict of laws. Execution The parties signed this Agreement as of the day and year first above written, whereupon it became binding in accordance with its terms. SYNETIC, INC. By: -------------------------------- Name: Paul C. Suthern Title: President ----------------------------------- [Name of Optionee] EX-5 4 OPINION OF SHEARMAN & STERLING [Letterhead of Shearman & Sterling] February 11, 1997 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 1,710,000 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 Company's 1989 Class A Stock Plan, 1989 Class B Stock Option Plan, 1991 Director Stock Option Plan (the "Plans") and Option Agreements issued to certain individuals (the "Option Agreements"). 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 Plans and the Option Agreements and (b) paid for in full in accordance with the terms of the Plans and the Option Agreements, 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 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 on Form S-8 of our report dated September 27, 1996 included in Synetic, Inc.'s Form 10-K for the fiscal 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 February 10, 1997 EX-23.2 6 CONSENT OF EMENS, KEGLER, BROWN, ET AL. [Emens, Kegler, Brown, Hill & Ritter Letterhead] February 10, 1997 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 Statements on Form S-8 filed with the Securities and Exchange Commission, of the Synetic'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, February 10, 1997 EMENS, KEGLER, BROWN, HILL & RITTER CO., L.P.A. By: /s/Jack A. Bjerke ---------------------------------- Jack A. Bjerke, Vice President EX-24 7 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Martin J. Wygod --------------------------- Signature Martin J. Wygod --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Thomas R. Ferguson --------------------------- Signature Thomas R. Ferguson --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Mervyn L. Goldstein --------------------------- Signature Mervyn L. Goldstein --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Ray E. Hannah --------------------------- Signature Ray E. Hannah --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Roger H. Licht --------------------------- Signature Roger H. Licht --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Per G.H. Lofberg --------------------------- Signature Per G.H. Lofberg --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Herman Sarkowsky --------------------------- Signature Herman Sarkowsky --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Paul C. Suthern --------------------------- Signature Paul C. Suthern --------------------------- Print Name POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all Synetic, Inc. Registration Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement and to sign any and all amendments (including post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23 day of January 1997. /s/Albert M. Weis --------------------------- Signature Albert M. Weis --------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----