-----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, Eq+KgAfXas7ER1tGqTvbSgcoF9Dg/HOnoui/EvGI8sMC9AbBPCH7bRzsXNk6yQTI rg5G2aKVCGt0OGQIHI4Ugw== 0000947871-99-000067.txt : 19990218 0000947871-99-000067.hdr.sgml : 19990218 ACCESSION NUMBER: 0000947871-99-000067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19990217 EFFECTIVENESS DATE: 19990217 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: SEC FILE NUMBER: 333-72517 FILM NUMBER: 99544694 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 17, 1999 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) 1998 CLASS E STOCK OPTION PLAN 1998 POREX TECHNOLOGIES CORP. STOCK OPTION PLAN AGREEMENTS BETWEEN SYNETIC, INC. AND CERTAIN INDIVIDUALS (Full title of the plan) CHARLES A. MELE, ESQ. Executive 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 (1) (1) par value $.01 per share 555,000 Shares $33.75 $18,731,250.00 $ 5,207.29 272,325 Shares $33.75 $ 9,190,968.75 $ 2,555.09 250,000 Shares $34.8750 $ 8,718,750.00 $ 2,423.81 75,000 Shares $36.8750 $ 2,765,625.00 $ 768.84 190,000 Shares $33.75 $ 6,412,500.00 $ 1,782.67 760,000 Shares $50.00 $38,000,000.00 $10,564.00 2,500 Shares $37.50 $ 93,750.00 $ 26.06 (2) (2) $ 3,478.60 265,175 Shares $47.1875 $12,512,945.30 ------------- $26,806.36 ================================================================================================================== (1) Pursuant to Rule 457(h), the offering price of shares of Common Stock is based on the per share option exercise price. (2) Pursuant to Rule 457(c) and 457(h), offering prices are based on $47.1875 per share for 265,175 shares based on the average of the high and low prices of Common Stock on the Nasdaq consolidated reporting system on February 10, 1999, and is estimated solely for purpose of calculating the registration fee.
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. 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, as amended by Form 10-K/A, of Synetic, Inc., a Delaware corporation (the "Registrant"), for the fiscal year ended June 30, 1998, (the "1998 10-K)"; (ii) the quarterly reports on Form 10-Q for the fiscal quarters ended September 30, 1998 and December 31, 1998; (iii) the reports on Form 8-K of the Registrant dated July 29, 1998 and February 5, 1999; and (iv) the description of the common stock, par value $0.01 per share, contained in the report on Form 8-K of the Registrant filed with the Commission on February 5, 1999 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. Certain legal matters with respect to the legality of the issuance of the Common Stock offered hereby will be passed upon for the Registrant by Shearman & Sterling, New York, New York. Shearman & Sterling is a limited partner in SN Investors. The statements of law under the caption "Business-Plastics and Filtration Technologies Business-Regulation" in the Registrant's 1998 10-K, incorporated by reference herein, are based upon the opinion of Kegler, Brown, Hill & Ritter Co., L.P.A. Columbus, Ohio, special regulatory counsel to the Registrant. Robert D. Marotta, Esq., of counsel to such firm, holds options to purchase 75,000 shares of the Registrant's Common Stock. 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 Amended and Restated 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. Article Thirteen of the Registrant's Amended and Restated 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 breach of such director's duty of loyalty to the Registrant or its stockholders, (ii) 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 the Form of Indemnification Agreement between the Registrant and its directors and officers 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. 1998 Class E Stock Option Plan. 4.2 Synetic, Inc. 1998 Porex Technologies Corp. Stock Option Plan. 4.3 Stock Option Agreement between Synetic, Inc. and Roger C. Holstein (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 4.4 Stock Option Agreement between Synetic, Inc. and David C. Amburgey. 4.5 Stock Option Agreement between Synetic, Inc. and Robert W. Seifert. 4.6 Stock Option Agreement between Synetic, Inc. and Richard S. Cohan. 5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. 23.1 Consent of Arthur Andersen LLP, New York, New York. 23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A. 23.3 Consent of Linkenheimer LLP. 23.4 Consent of Shearman & Sterling (included in Exhibit 5). 23.5 Consent of Arthur Andersen LLP, Orange County, California. 24 Powers of Attorney. 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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 hereby, 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. 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 17th day of February, 1999. SYNETIC, INC. By: /s/ Anthony Vuolo ------------------------------ Name: Anthony Vuolo Title: Executive Vice President - Finance and Administration and Chief Financial Officer 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 17, 1999. Signature Title --------- ----- * Chairman of the Board - ------------------------------ Martin J. Wygod * Vice Chairman of the Board - ------------------------------ James V. Manning * President & Chief Executive Officer - ------------------------------ Paul C. Suthern * Executive Vice President - Finance and - ------------------------------ Administration and Chief Financial Anthony Vuolo Officer * Director - ------------------------------ Thomas R. Ferguson * Director - ------------------------------ Mervyn L. Goldstein * Director - ------------------------------ Ray E. Hannah * Director - ------------------------------ Roger H. Licht * Director - ------------------------------ Bernard A. Marden * Director - ------------------------------ Charles A. Mele * Director - ------------------------------ Herman Sarkowsky * Director - ------------------------------ Albert M. Weis /s/ Anthony Vuolo Attorney-in-Fact - ------------------------------ *By Anthony Vuolo Exhibit Index Exhibit No. Description of Document 4.1 Synetic, Inc. 1998 Class E Stock Option Plan. 4.2 Synetic, Inc. 1998 Porex Technologies Corp. Stock Option Plan. 4.3 Stock Option Agreement between Synetic, Inc. and Roger C. Holstein (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 4.4 Stock Option Agreement between Synetic, Inc. and David C. Amburgey. 4.5 Stock Option Agreement between Synetic, Inc. and Robert W. Seifert. 4.6 Stock Option Agreement between Synetic, Inc. and Richard S. Cohan. 5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. 23.1 Consent of Arthur Andersen LLP, New York, New York. 23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A. 23.3 Consent of Linkenheimer LLP. 23.4 Consent of Shearman & Sterling (included in Exhibit 5). 23.5 Consent of Arthur Andersen LLP, Orange County, California. 24 Powers of Attorney. EX-4.1 2 STOCK OPTION PLAN SYNETIC, INC. 1998 CLASS E STOCK OPTION PLAN 1. Purpose. The purposes of the Synetic, Inc. 1998 Class E Stock Option Plan (the "Plan") are to attract, retain and motivate officers, Key Employees (as defined below) and consultants of Point Plastics Inc., a California corporation or any successor corporation thereto ("Point Plastics"), and its Subsidiaries and to provide to such persons incentives and rewards for superior performance. 2. Definitions. As used in the Plan the following terms have the following meanings: (a) "Award" means an Option. (b) "Board" means the Board of Directors of the Company. (c) "Cause" means a termination of the Participant's employment or status as a consultant with the Company or any of its Subsidiaries (a) for "cause" as defined in an employment agreement or consulting agreement applicable to the Participant, or (b) in the case of a Participant who does not have an employment agreement or consulting agreement that defines "cause", because of any of the following, each as communicated to the Participant by notice from Point Plastics setting forth in reasonable detail the nature of such Cause: 1. A failure of the Participant to perform his employment-related duties in any material respect (other than any such failure resulting from a Permanent Disability of the Participant); 2. Any willful misconduct by the Participant relating, directly or indirectly, to the Company, Point Plastics or any of their respective Subsidiaries or affiliates, or any breach by the Participant of any material policy of the Company, Point Plastics or any of their respective Subsidiaries or affiliates, as reasonably determined by the Committee; 3. Any breach by the Participant of any of the restrictive covenants set forth in the applicable Agreement or any substantially similar provisions in any other agreements with the Company, Point Plastics or any of their respective Subsidiaries or affiliates, as reasonably determined by the Committee; or 4. Any willful violation by the Participant of any federal or state law or regulation applicable to the business of the Company, Point Plastics or any of their 2 respective Subsidiaries or affiliates, or the Participant's commission of a common law fraud or conviction of a felony or crime involving moral turpitude. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means a committee of the Board comprised of at least two directors selected by the Board to administer the Plan. (f) "Common Share" means a share of common stock, $.01 par value, of the Company. (g) "Company" means Synetic, Inc., Delaware corporation. (h) "Date of Grant" means the date on which an Option is granted, as determined by the Committee and as set forth in the applicable Agreement. (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (j) "Fair Market Value" of a Common Share on a given date means the closing price of a Common Share on such date (or the most recent trading date if such date is not a trading date) on the NASDAQ/National Market System or such national exchange, if any, as may be designated by the Committee. (k) "Key Employee" means a person employed by Point Plastics or one of its Subsidiaries on a full-time basis (including officers) or, with the consent of the Committee, on a part-time basis, who are compensated for such employment by a regular salary. (l) "Option Price" means the purchase price per Common Share payable on exercise of an Option, as determined by the Committee (subject to the terms of the Plan) and as set forth in the applicable Agreement. (m) "Option" means the right to purchase a Common Share upon exercise of a nonqualified stock option granted pursuant to the Plan. (n) "Participant" means a person to whom an Award has been made by the Committee in its sole discretion and who is at the time of such Award an officer, Key Employee, or consultant of Point Plastics or any of its Subsidiaries. (o) A Participant shall be deemed to be "Permanently Disabled" if (i) such Participant 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 3 licensed physician selected by the Company or Point Plastics with the reasonable approval of the Participant determines that the Participant 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. (p) "Rule 16b-3" means Rule 16b-3 under the Exchange Act. (q) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. (r) "Subsidiary" means any corporation in which the Company owns or controls, directly or indirectly, not less than 50% of the total combined voting power represented by all classes of stock issued by such corporation. (s) "Vested Options" means, as of any date, Options which by their terms are exercisable on such date. 3. Administration of the Plan. (a) The Plan shall be administered, and Awards shall be granted hereunder, by the Board or, if the Board so elects, by the Committee. A majority of the Committee shall constitute a quorum, and the action of the members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Committee. In the event that the Board does not elect to appoint a Committee then, for purposes of administering the Plan, the term "Board" shall be substituted for the term "Committee" wherever it appears in the Plan. (b) The interpretation and construction by the Committee of any provision of the Plan or of any Agreement, and any determination by the Committee pursuant to any provision of this Plan or of any Agreement shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. 4. Shares Available Under Plan. The maximum number of Common Shares which may be issued upon the exercise of Options granted under the Plan is 535,000 Common Shares, subject to adjustment as provided in Paragraph 10. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. Any Common Shares which are subject to Options which expire or which have been surrendered without being exercised in full shall again be available for issuance under the Plan. 5. Options. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Options. 6. Agreement. The terms and conditions of each Option shall be embodied in a written agreement (the "Agreement") in a form approved by the Committee which shall contain terms and conditions not inconsistent with the Plan and which shall incorporate the 4 Plan by reference. Options granted under the Plan shall comply with the following terms and conditions: (i) Each Agreement shall specify the number of Common Shares for which Options have been granted. (ii) Each Agreement shall specify the Option Price, which shall not be less than the Fair Market Value per Common Share on the Date of Grant. (iii) Each Agreement shall specify that the Option Price shall be payable in cash or by certified or official bank check. If determined by the Committee in its sole discretion and specified in the applicable Agreement, the Option Price shall also be payable (a) by the transfer to the Company of Common Shares owned by the Participant for a period of at least six months having an aggregate Fair Market Value per Common Share at the date of exercise equal to the aggregate Option Price, (b) by a cashless exercise procedure through a broker or (c) by a combination of the foregoing methods of payment. (iv) Each Agreement shall specify the applicable vesting schedule and the effective term of the Option. (v) Options granted under the Plan are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code. (vi) No Option shall be exercisable more than ten years from the Date of Grant. (vii) Each Option granted under the Plan shall be subject to such additional terms and conditions, not inconsistent with the Plan, which are prescribed by the Committee and set forth in the applicable Agreement. (viii) As soon as practicable following the exercise of any Options, a certificate evidencing the number of Common Shares issued in connection with such exercise shall be issued in the name of the Participant or, if applicable, in the name of the heirs of the Participant . 7. Date of Exercise. An Option shall be exercisable at the times specified by the Committee in the applicable Agreement. The Committee may also determine that an Option shall become exercisable in full or in part, whether or not it is then exercisable, upon such circumstances or events as the Committee determines, in its sole discretion, merits special consideration. 5 8. Termination of Employment. (a) In the event that a Participant's employment or status as a consultant with the Company or any of its Subsidiaries terminates for any reason (other than a termination by the Company or any of its Subsidiaries for Cause), the Participant (or the Participant's estate) shall be entitled to exercise the Participant's Options which have become Vested Options as of the date of termination for a period of 30 days (one year in the event of Permanent Disability or death) following the date of termination. (b) Unless the Committee otherwise determines and specifies in the applicable Option Agreement, in the event that a Participant's employment or status as a consultant with the Company or any of its Subsidiaries terminates for any reason, any Options which have not become Vested Options as of the date of termination shall terminate and be canceled without any consideration being paid therefor. (c) In the event that a Participant's employment or status as a consultant with the Company or any its Subsidiaries is terminated for Cause (as determined by the Committee in its sole discretion, which determination shall be conclusive), then all of such Participant's Options (whether or not Vested Options) shall terminate and be canceled without any consideration being paid therefor. (d) In the event that (i) a Participant's employment with the Company or any of its Subsidiaries terminates for any reason (other than a termination by the Company or any of its Subsidiaries for Cause) and (ii) such Participant is retained as a consultant to the Company or any of its Subsidiaries immediately following such termination of employment, then, in the sole discretion of the Committee, such Participant's employment with the Company and its Subsidiaries shall be deemed to continue for purposes of this Section 8 (and any restrictive covenants applicable to the Participant, including, without limitation, the restrictive covenants set forth in the applicable Agreement) until the termination of such Participant's status as a consultant or such earlier date as may be determined by the Committee in its sole discretion. 9. Transferability. No Option shall be transferable by a Participant other than by will or the laws of descent and distribution. Options shall be exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representative. 10. Adjustments. The Committee may make or provide for such adjustments in the maximum number of Common Shares specified in Section 4, in the number of Common Shares covered by outstanding Options granted hereunder, and/or in the Option Price applicable to such Options as the Committee in its sole discretion may determine is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, merger, consolidation, spin-off, 6 reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. 11. Reorganization. In the event that the Company is merged or consolidated with another corporation, or in the event of a reorganization, separation, or liquidation of the Company, the Board or the board of directors of any corporation assuming the obligations of the Company hereunder may either (i) make appropriate provisions for the protection of any outstanding Options by the substitution on an equitable basis of appropriate securities of the Company, or appropriate securities of the merged, consolidated, or otherwise reorganized corporation, or the appropriate adjustment in the Option Price, or both, or (ii) give written notice to the Participants that their Options must be exercised, to the extent then exercisable, within 60 days of the date of such notice or the Options will terminate. 12. Restrictive Covenants. The applicable Agreement may set forth certain restrictive covenants applicable to the Participant, as determined by the Committee in its sole discretion. 13. Fractional Shares. The Company shall not be required to issue any fractional Common Share pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash. 14. Withholding Taxes. The Company and its Subsidiaries shall have the right to require any individual entitled to receive Common Shares pursuant to an Option to remit to the Company, prior to the delivery of any certificates evidencing such shares, any amount sufficient to satisfy any United States federal, state or local tax withholding requirements. With the consent of the Committee in its sole discretion, prior to the Company's determination of such withholding liability, such individual may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Common Shares that would otherwise be received by such individual. Such election may be denied by the Committee in its sole discretion, or may be made subject to certain conditions specified by the Committee, including, without limitation, conditions intended to avoid the imposition of liability against the individual under Section 16(b) of the Exchange Act. 15. Registration Restrictions, Exchange Rules. An Option shall not be exercisable unless and until (i) a registration statement under the Securities Act has been duly filed and declared effective pertaining to the Common Shares subject to such Option and such Common Shares 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. Any and all grants of Options shall be subject to all applicable rules and regulations of any exchange on which the Common Shares may then be listed. 7 16. Shareholder Rights. A Participant shall have no rights as a shareholder with respect to any Common Shares issuable upon exercise of an Option until a certificate or certificates evidencing such shares shall have been issued to such Participant, and no adjustment shall be made for dividends or distributions or other rights in respect of any share for which the record date is prior to the date upon which the Participant shall become the holder of record thereof. 17. Amendments, Etc. (a) The Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall previously have been granted, adversely affect the rights of such Participant in such Award; provided further, however that amendments shall be subject to any approvals, whether regulatory, shareholder or otherwise, which are required by law or any applicable securities exchange. (b) The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant's employment or other service at any time. 18. Effective Date. The Plan shall be effective as of the Closing Date (as defined in the Agreement and Plan of Merger, dated as of March 6, 1998, as amended on May 22, 1998, among the Company, Point Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of the Company, Point Plastics and certain shareholders of Point Plastics). 19. Governing Law. The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of New Jersey without reference to the choice of law provisions of New Jersey law. EX-4.2 3 STOCK OPTION PLAN POREX TECHNOLOGIES CORP. 1998 STOCK OPTION PLAN 1. Purpose. The purposes of the Porex Technologies Corp. 1998 Stock Option Plan (the "Plan") are to attract, retain and motivate Key Employees and Key Consultants (each as defined below) of Porex Technologies Corp, a Delaware corporation, or any successor thereto ("Porex"), and its Affiliates (as defined below) and to provide to such persons incentives and rewards for superior performance. 2. Definitions. As used in the Plan the following terms have the following meanings: (a) "Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act. (b) "Award" means an Option. (c) "Board" means the Board of Directors of Synetic. (d) "Cause" means a termination of the Optionee's employment or status as a consultant with Porex or any of its Affiliates (a) for "cause" as defined in an employment agreement, consulting agreement or option agreement applicable to the Optionee, or (b) in the case of a Optionee who does not have an employment agreement, consulting agreement or option agreement that defines "cause", because of any of the following, each as communicated to the Optionee by notice from such Optionee's Employer setting forth in reasonable detail the nature of such Cause: 1. A failure of the Participant to perform his employment-related duties in any material respect (other than any such failure resulting from a Permanent Disability of the Participant); 2. Any willful misconduct by the Participant relating, directly or indirectly, to Synetic, such Participant's Employer or any of their respective Affiliates, or any breach by the Participant of any material policy of Synetic, such Employer or any of their respective Affiliates, as reasonably determined by the Committee; 3. Any breach by the Participant of any of the restrictive covenants set forth in the applicable Agreement or any substantially similar provisions in any agreements with Synetic, such Participant's Employer or any of their respective Affiliates, as reasonably determined by the Committee; or 4. Any willful violation by the Participant of any federal or state law or regulation applicable to the business of Synetic, such Participant's Employer or any of 2 their respective Affiliates, or the Participant's commission of a common law fraud or conviction of a felony or crime involving moral turpitude. (e) "Code" means the Internal Revenue Code of 1986, as amended. (f) "Committee" means a committee of the Board comprised of at least two directors selected by the Board to administer the Plan. (g) "Common Share" means a share of common stock, $.01 par value, of Synetic. (h) "Date of Grant" means the date on which an Option is granted, as determined by the Committee and as set forth in the applicable Agreement. (i) "Designated Officer" means any individual who is both an officer and director of Synetic that the Board or the Committee may designate pursuant to Section 3 to act on their behalf with respect to the Plan. (j) "Employer" means Porex or any of its Affiliates, as applicable. (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (l) "Fair Market Value" of a Common Share on a given date means the closing price of a Common Share on such date (or the most recent trading date if such date is not a trading date) on the NASDAQ/National Market System or such national exchange, if any, as may be designated by the Committee. (m) "Key Consultant" means an individual (other than a Key Employee) who is a consultant, agent, or other person engaged by an Employer to render services to, or on behalf of such Employer. (n) "Key Employee" means a person employed by an Employer on a full-time basis (including officers) or, with the consent of the Committee, on a part-time basis, who is compensated for such employment by a regular salary. (o) "Option Price" means the purchase price per Common Share payable on exercise of an Option, as determined by the Committee (subject to the terms of the Plan) and as set forth in the applicable Agreement. (p) "Option" means the right to purchase a Common Share upon exercise of a nonqualified stock option granted pursuant to the Plan. 3 (q) "Participant" means a person to whom an Award has been made by the Committee in its sole discretion and who is at the time of such Award a Key Employee or Key Consultant of an Employer. (r) A Participant shall be deemed to be "Permanently Disabled" if (i) such Participant 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 such Participant's Employer with the reasonable approval of the Participant determines that the Participant 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. (s) "Rule 16b-3" means Rule 16b-3 under the Exchange Act. (t) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. (u) "Synetic" means Synetic, Inc., a Delaware corporation. (v) "Vested Options" means, as of any date, Options which by their terms are exercisable on such date. 3. Administration. (a) The Plan shall be administered by the Board or, if the Board so determines, by a Committee appointed by the Board from among its members. The Board or the Committee may designate one or more Designated Officers, each of whom shall be authorized and empowered to exercise such functions and make such determinations with respect to the Plan and the administration thereof as the Board or the Committee shall specify in the resolution designating such officer. Any provision of the Plan to the contrary notwithstanding, (i) in the event of any inconsistency between any action taken by a Designated Officer and any action taken by the Committee concerning the Plan or any Options hereunder, the action taken by the Committee shall govern, (ii) in the event of any inconsistency between any action taken by a Designated Officer or the Committee and any action taken by the Board concerning the Plan or any Options hereunder, the action taken by the Board shall govern and (iii) no Designated Officer may take any action except to the extent authorized to do so by a resolution of the Board or the Committee. (b) Determination of Option Terms. Subject to the provisions of Sections 4, 5 and 6, the Board, the Committee or any Designated Officer shall have authority to determine the vesting and exercise schedule with respect to Options, the persons to whom Options shall be granted, the number of Shares to be covered by each Option, the time or times at which Options shall be granted and the terms and provisions of the Options, and to make all other determinations necessary or advisable for the administration of the Plan. 4 (c) Interpretation and Construction. The Board, the Committee or the Designated Officer(s), as applicable, shall have the authority to interpret and construe the provisions of the Plan or of any Option Agreement and, subject to Section 3(a), such interpretation and construction by the Board, the Committee or any Designated Officer shall be final and conclusive. 4. Eligible Persons. The Committee may grant Options from time to time only to Key Employees or Key Consultants; provided, however, that no Option shall be granted to any individual who, at the time such Option is granted, is a director or an officer of Synetic (as defined in Rule 16a-1 promulgated under the Exchange Act). 5. Shares Available Under Plan. The maximum number of Common Shares which may be issued upon the exercise of Options granted under the Plan is 450,000 Common Shares, subject to adjustment as provided in Paragraph 10. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. Any Common Shares which are subject to Options which expire or which have been surrendered without being exercised in full shall again be available for issuance under the Plan. 6. Agreement. The terms and conditions of each Option shall be embodied in a written agreement (the "Agreement") in a form approved by the Committee which shall contain terms and conditions not inconsistent with the Plan and which shall incorporate the Plan by reference. Options granted under the Plan shall comply with the following terms and conditions: (i) Each Agreement shall specify the number of Common Shares for which Options have been granted. (ii) Each Agreement shall specify the Option Price, which, shall not be less than the Fair Market Value per Common Share on the Date of Grant. (iii) Each Agreement shall specify that the Option Price shall be payable in cash or by certified or official bank check. If determined by the Committee in its sole discretion and specified in the applicable Agreement, the Option Price shall also be payable (a) by the transfer to Synetic of Common Shares owned by the Participant for a period of at least six months having an aggregate Fair Market Value per Common Share at the date of exercise equal to the aggregate Option Price, (b) by a cashless exercise procedure through a broker or (c) by a combination of the foregoing methods of payment. (iv) Each Agreement shall specify the applicable vesting schedule and the effective term of the Option. Unless otherwise determined and specified in the Option Agreement, Options shall become exercisable during the first five years in which the Option is outstanding at the rate of 20% per year. 5 (v) Options granted under the Plan are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code. (vi) No Option shall be exercisable more than ten years from the Date of Grant. (vii) Each Option granted under the Plan shall be subject to such additional terms and conditions, not inconsistent with the Plan, which are prescribed by the Committee and set forth in the applicable Agreement. (viii) As soon as practicable following the exercise of any Options, a certificate evidencing the number of Common Shares issued in connection with such exercise shall be issued in the name of the Participant or, if applicable, in the name of the heirs of the Participant . 7. Accelerated Vesting. An Option shall be exercisable at the times specified in the applicable Agreement. The Committee may also determine at the time of grant or thereafter that an Option shall become exercisable in full or in part, whether or not it is then exercisable, upon such circumstances or events as such Committee, in its sole discretion, merits special consideration. 8. Termination of Employment. (a) Unless the Committee otherwise determines at the time of grant or thereafter, in the event that a Participant's employment or status as a consultant with Synetic and its Affiliates terminates for any reason (other than a termination by Synetic or any of its Affiliates for Cause), the Participant (or the Participant's estate) shall be entitled to exercise the Participant's Options which have become Vested Options as of the date of termination for a period of 30 days (one year in the event of Permanent Disability or death) following the date of termination. (b) Unless the Committee otherwise determines at the time of grant or thereafter, in the event that a Participant's employment or status as a consultant with Synetic and its Affiliates terminates for any reason, any Options which have not become Vested Options as of the date of termination shall terminate and be canceled without any consideration being paid therefor. (c) In the event that a Participant's employment or status as a consultant with Synetic and its Affiliates is terminated for Cause (as determined by the Committee in its sole discretion, which determination shall be conclusive), then all of such Participant's Options (whether or not Vested Options) shall terminate and be canceled without any consideration being paid therefor. 6 (d) In the event that (i) a Participant's employment with Synetic and its Affiliates terminates for any reason (other than a termination by Synetic and its Affiliates for Cause) and (ii) such Participant is retained as a consultant to Synetic or any of its Affiliates immediately following such termination of employment, then, in the sole discretion of the Committee, such Participant's employment with Synetic and its Affiliates shall be deemed to continue for purposes of this Section 8 (and any restrictive covenants applicable to the Participant, including, without limitation, the restrictive covenants set forth in the applicable Agreement) until the termination of such Participant's status as a consultant or such earlier date as may be determined by the Committee in its sole discretion. 9. Transferability. No Option shall be transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may, subject to such terms and conditions as the Committee shall specify, permit the transfer of an Option to a Participant's family members, to one or more trusts established exclusively for the benefit of one or more of such family members or to any other entity that is solely owned by such family members ("Permitted Transferees"). Options shall be exercisable during the Participant's lifetime only by the Participant, by the Participant's guardian or legal representative or by such Permitted Transferees. 10. Adjustments. The Committee may make or provide for such adjustments in the maximum number of Common Shares specified in Section 5, in the number of Common Shares covered by outstanding Options granted hereunder, and/or in the Option Price applicable to such Options as the Committee in its sole discretion may determine is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of Synetic, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. 11. Reorganization. In the event that Synetic is merged or consolidated with another corporation, or in the event of a reorganization, separation, or liquidation of Synetic, the Board or the board of directors of any corporation assuming the obligations of Synetic hereunder may either (i) make appropriate provisions for the protection of any outstanding Options by the substitution on an equitable basis of appropriate securities of Synetic, or appropriate securities of the merged, consolidated, or otherwise reorganized corporation, or the appropriate adjustment in the Option Price, or both, or (ii) give written notice to the Participants that their Options must be exercised, to the extent then exercisable, within 60 days of the date of such notice or the Options will terminate. 12. Restrictive Covenants. The applicable Agreement may set forth certain restrictive covenants applicable to the Participant, as determined by the in its sole discretion. 7 13. Fractional Shares. Synetic shall not be required to issue any fractional Common Share pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash. 14. Withholding Taxes. Synetic and the applicable Employer shall have the right to require any individual entitled to receive Common Shares pursuant to an Option to remit to Synetic, prior to the delivery of any certificates evidencing such shares, any amount sufficient to satisfy any United States federal, state or local tax withholding requirements. With the consent of the Committee in its sole discretion, prior to Synetic's determination of such withholding liability, such individual may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes by directing Synetic to withhold Common Shares that would otherwise be received by such individual. Such election may be denied by the Committee in its sole discretion, or may be made subject to certain conditions specified by the Committee, including, without limitation, conditions intended to avoid the imposition of liability against the individual under Section 16(b) of the Exchange Act. 15. Registration Restrictions, Exchange Rules. An Option shall not be exercisable unless and until (i) a registration statement under the Securities Act has been duly filed and declared effective pertaining to the Common Shares subject to such Option and such Common Shares 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. Any and all grants of Options shall be subject to all applicable rules and regulations of any exchange on which the Common Shares may then be listed. 16. Shareholder Rights. A Participant shall have no rights as a shareholder with respect to any Common Shares issuable upon exercise of an Option until a certificate or certificates evidencing such shares shall have been issued to such Participant, and no adjustment shall be made for dividends or distributions or other rights in respect of any share for which the record date is prior to the date upon which the Participant shall become the holder of record thereof. 17. Amendments, Etc. (a) The Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall previously have been granted, adversely affect the rights of such Participant in such Award; provided further, however that amendments shall be subject to any approvals, whether regulatory, shareholder or otherwise, which are required by law or any applicable securities exchange. (b) The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with Synetic, an Employer or any Affiliate 8 thereof, nor will it interfere in any way with any right Synetic, such Employer or such Affiliate would otherwise have to terminate such Participant's employment or other service at any time. 18. Set-Off. If at any time an Participant is indebted to Synetic, such Participant's Employer or any Affiliate thereof, Synetic may in the discretion of the Committee (a) withhold from the Participant (i) following the exercise by the Participant of an Option, Shares issuable to the Participant having a Fair Market Value on the date of exercise up to the amount of such indebtedness or (ii) following the sale by an Participant of Shares received pursuant to the exercise of an Option, amounts due to an Participant in connection with the sale of such Shares up to the amount of such indebtedness, or (b) take any substantially similar action. The Committee may establish such rules and procedures as it may deem necessary or advisable in connection with the taking of any action contemplated by this Section 18. 19. Deductibility Under Code Section 162(m). Options granted under the Plan to Participants which the Committee reasonably believes may be subject to the deduction limitation of Section 162(m) of the Code may not be exercisable until such time as the Committee has determined in its sole discretion that such exercise or payment would no longer be subject to the deduction limitation of Section 162(m) of the Code. 20. Effective Date. The Plan shall be effective as of the date on which the Board approved the Plan (the "Effective Date"). No Awards may be made under the Plan following the tenth anniversary of the Effective Date. 21. Governing Law. The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of New Jersey without reference to the choice of law provisions of New Jersey law. EX-4.4 4 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of January 7, 1998, between SYNETIC, INC., a Delaware corporation (the "Company"), and DAVID C. AMBURGEY ("Optionee"). RECITAL The Company desires to provide Optionee with an opportunity to acquire shares of Common Stock (as defined below) of the Company. As a result, the Company has elected to issue to Optionee an option to acquire 25,000 shares of its Common Stock 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") and Section 162(m) of the Internal Revenue Code of 1986, as amended. 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 April 15, 1998 (the "Vesting Date"), the Company hereby confirms that Optionee has been granted, subject to the terms of this Agreement, the right (the "Option") to purchase 25,000 shares of Common Stock 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). 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: 2.1.1. with respect to 20% of the Shares, on and after the first anniversary of the Vesting Date; 2.1.2. with respect to an additional 20% of the Shares, on and after the second anniversary of the Vesting Date; 2.1.3. with respect to an additional 20% of the Shares, on and after the third anniversary of the Vesting Date; 2.1.4. with respect to an additional 20% of the Shares, on and after the fourth anniversary of the Vesting Date; and 2.1.5. with respect to the remainder of the Shares, on and after the fifth anniversary of the Vesting Date. 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 Vesting Date; or 2.2.2. Subject to the provisions of Sections 2.3 and 2.4 below, 30 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 (or the date on which a portion of the Option vests pursuant to Section 2.5) and immediately following such date of termination in the case of the unvested portion of the Option. 2.3. If Optionee's employment is terminated by the Company for Cause (as defined in this Section 2.3), the Option (both vested and non-vested) shall expire on the date of termination. For purposes of this section of this Agreement, the term "Cause" shall mean any of the following: (a) A willful failure of the Optionee to perform his duties; (b) Any willful misconduct by the Optionee relating, directly or indirectly, to the Company or any of its Affiliates, or any breach by the Optionee of any material policy of the Company or any of its Affiliates, as reasonably determined by the Board; (c) Any breach by the Optionee of any material provision contained in his Key Employee Agreement with the Company, as reasonably determined by the Board; or (d) Any willful violation by the Optionee of any federal or state law or regulation applicable to the business of the Company or any of its Affiliates, or the Optionee's commission of a common law fraud or conviction of a felony crime involving moral turpitude. 2.4. If Optionee terminates his employment for any reason, the Option (both vested and non-vested) shall expire on the date of termination. 2.5. Notwithstanding any other provision of this Agreement, the Committee may determine that the Option shall become exercisable in full or in part, whether or not it is then exercisable, upon such circumstances or events as the Committee determines, in its sole discretion, merits special consideration. -2- 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 Vesting Date. 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 United States dollars in the form of 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, that have been held by the Optionee for a period of at least six months (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 exercise price of the Shares covered by this Agreement shall be $36.875 per Share. 5. Non-Transferability of Option. The Option is not assignable or transferable except by will or by the laws of descent and distribution and the Option may not be exercised other than by the Optionee or, after the death of the Optionee, by the Optionee's personal representative, heirs or legatees; provided, however, that the Committee may, subject to such terms and conditions as the Committee shall specify, permit the transfer of the Option to the Optionee's family members or to one or more trusts established in whole or in part for the benefit of one or more of such family members. 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. 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 -3- 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. 7.2. The Option shall not be exercisable, in whole or in part, until such time as the Shares are registered by the Company on a Form S-8. 7.3. The Company may require the Optionee to represent to the Company, in writing, when the Option is exercised, that the Optionee is exercising the Option for the Optionee's own account 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 a registration statement filed under the Securities Act of 1933 as amended, which the Securities and Exchange Commission has declared effective, (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 issued to the Optionee by the Securities and Exchange Commission. The Company may require each share certificate representing Shares to 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, and the provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the Option shall not be exercisable at a time when the exercise thereof may result in the violation of any law or governmental order or regulation. 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 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 -4- 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. 9.2. In case the Company is merged or consolidated with another corporation, or in case of a reorganization of the Company, the Board or the board of directors of any corporation assuming the obligations of the Company hereunder shall either (i) make appropriate provisions for the protection of any outstanding portion of the Option by the substitution on an equitable basis of appropriate securities of the Company, or appropriate securities of the merged, consolidated, or otherwise reorganized corporation, or the appropriate adjustment in the option price, or both, or (ii) give written notice to the Optionee that his Option must be exercised, to the extent then exercisable, within 60 days of the date of such notice or the Option will terminate, and to the extent that the Option is not exercised within such 60-day period it shall terminate and be of no further effect. 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 an Option, the Company shall be entitled to deduct and withhold such amounts from any cash payments to be made to the Optionee. In any event, the Optionee shall either (i) make available to the Company, promptly when requested by the Company, sufficient funds to meet the requirements of such withholding, or (ii) to the extent permitted by the Committee, irrevocably authorize the Company to withhold from the Shares otherwise issuable to the Optionee as a result of such exercise a number of Shares having a fair market value, as of the date the withholding tax obligation arises (the "Tax Date") which alone, or when added to funds paid to the Company by the Optionee, equal the amount of the minimum withholding tax obligation (the "Withholding Election") and the Company shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds made available to the Company out of any funds or property due or to become due to the Optionee. An Optionee's Withholding Election may only be made prior to the Tax Date and may be disapproved by the Committee. The Committee may establish such rules and procedures as it may deem necessary or advisable in connection with the withholding of taxes relating to the exercise of the Option. 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 Company's 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. 12. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor of the Company. Rights granted to the Company under this Agreement shall be binding upon Optionee's personal representatives and heirs at law. -5- 13. Source of Rights. This Agreement shall be the sole and exclusive sources 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. 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. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 17. 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: _________________________ Charles A. Mele Executive Vice President and General Counsel _____________________________ David C. Amburgey -6- EX-4.5 5 STOCK OPTION STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of January 7, 1998, between SYNETIC, INC., a Delaware corporation (the "Company"), and ROBERT W. SEIFERT ("Optionee"). RECITAL The Company desires to provide Optionee with an opportunity to acquire shares of Common Stock (as defined below) of the Company. As a result, the Company has elected to issue to Optionee an option to acquire 50,000 shares of its Common Stock 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") and Section 162(m) of the Internal Revenue Code of 1986, as amended. 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 April 13, 1998 (the "Date of Employment"), the Company hereby confirms that Optionee has been granted, subject to the terms of this Agreement, the right (the "Option") to purchase 50,000 shares of Common Stock 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). 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: 2.1.1. with respect to 20% of the Shares, on and after the first anniversary of the Date of Employment; 2.1.2. with respect to an additional 20% of the Shares, on and after the second anniversary of the Date of Employment; 2.1.3. with respect to an additional 20% of the Shares, on and after the third anniversary of the Date of Employment; 2.1.4. with respect to an additional 20% of the Shares, on and after the fourth anniversary of the Date of Employment; and 2.1.5. with respect to the remainder of the Shares, on and after the fifth anniversary of the Date of Employment. 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 Employment; or 2.2.2. Subject to the provisions of Sections 2.3 and 2.4 below, 30 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 (or the date on which a portion of the Option vests pursuant to Section 2.5) and immediately following such date of termination in the case of the unvested portion of the Option. 2.3. If Optionee's employment is terminated by the Company for Cause (as defined in this Section 2.3), the Option (both vested and non-vested) shall expire on the date of termination. For purposes of this section of this Agreement, the term "Cause" shall mean any of the following: (a) A willful failure of the Optionee to perform his duties; (b) Any willful misconduct by the Optionee relating, directly or indirectly, to the Company or any of its Affiliates, or any breach by the Optionee of any material policy of the Company or any of its Affiliates, as reasonably determined by the Board; (c) Any breach by the Optionee of any material provision contained in his Employee Covenants Agreement with the Company, as reasonably determined by the Board; or (d) Any willful violation by the Optionee of any federal or state law or regulation applicable to the business of the Company or any of its Affiliates, or the Optionee's commission of a common law fraud or conviction of a felony crime involving moral turpitude. 2.4. If Optionee terminates his employment for any reason, the Option (both vested and non-vested) shall expire on the date of termination. 2.5. Notwithstanding any other provision of this Agreement, the Committee may determine that the Option shall become exercisable in full or in part, whether or not it is then exercisable, upon such circumstances or events as the Committee determines, in its sole discretion, merits special consideration. -2- 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 Employment. 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 United States dollars in the form of 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, that have been held by the Optionee for a period of at least six months (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 exercise price of the Shares covered by this Agreement shall be $36.875 per Share. 5. Non-Transferability of Option. The Option is not assignable or transferable except by will or by the laws of descent and distribution and the Option may not be exercised other than by the Optionee or, after the death of the Optionee, by the Optionee's personal representative, heirs or legatees; provided, however, that the Committee may, subject to such terms and conditions as the Committee shall specify, permit the transfer of the Option to the Optionee's family members or to one or more trusts established in whole or in part for the benefit of one or more of such family members. 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. -3- 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. 7.2. The Option shall not be exercisable, in whole or in part, until such time as the Shares are registered by the Company on a Form S-8. 7.3. The Company may require the Optionee to represent to the Company, in writing, when the Option is exercised, that the Optionee is exercising the Option for the Optionee's own account 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 a registration statement filed under the Securities Act of 1933 as amended, which the Securities and Exchange Commission has declared effective, (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 issued to the Optionee by the Securities and Exchange Commission. The Company may require each share certificate representing Shares to 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, and the provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the Option shall not be exercisable at a time when the exercise thereof may result in the violation of any law or governmental order or regulation. 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 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 -4- 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. 9.2. In case the Company is merged or consolidated with another corporation, or in case of a reorganization of the Company, the Board or the board of directors of any corporation assuming the obligations of the Company hereunder shall either (i) make appropriate provisions for the protection of any outstanding portion of the Option by the substitution on an equitable basis of appropriate securities of the Company, or appropriate securities of the merged, consolidated, or otherwise reorganized corporation, or the appropriate adjustment in the option price, or both, or (ii) give written notice to the Optionee that his Option must be exercised, to the extent then exercisable, within 60 days of the date of such notice or the Option will terminate, and to the extent that the Option is not exercised within such 60-day period it shall terminate and be of no further effect. 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 an Option, the Company shall be entitled to deduct and withhold such amounts from any cash payments to be made to the Optionee. In any event, the Optionee shall either (i) make available to the Company, promptly when requested by the Company, sufficient funds to meet the requirements of such withholding, or (ii) to the extent permitted by the Committee, irrevocably authorize the Company to withhold from the Shares otherwise issuable to the Optionee as a result of such exercise a number of Shares having a fair market value, as of the date the withholding tax obligation arises (the "Tax Date") which alone, or when added to funds paid to the Company by the Optionee, equal the amount of the minimum withholding tax obligation (the "Withholding Election") and the Company shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds made available to the Company out of any funds or property due or to become due to the Optionee. An Optionee's Withholding Election may only be made prior to the Tax Date and may be disapproved by the Committee. The Committee may establish such rules and procedures as it may deem necessary or advisable in connection with the withholding of taxes relating to the exercise of the Option. 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 Company's 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. -5- 12. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor of the Company. 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 sources 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. 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. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 17. 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: _________________________ Charles A. Mele Executive Vice President and General Counsel _____________________________ Robert W. Seifert EX-4.6 6 STOCK OPTION AGREEMENT EXECUTION COPY STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of October 9, 1998, between SYNETIC, INC., a Delaware corporation (the "Company"), and RICHARD COHAN ("Optionee"). RECITAL The Company desires to provide Optionee with an opportunity to acquire shares of Common Stock (as defined below) of the Company. As a result, the Company has elected to issue to Optionee an option to acquire 190,000 shares of its Common Stock 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"), and Section 162(m) of the Internal Revenue Code of 1986, as amended. 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 October 9, 1998 (the "Date of Grant"), the Company hereby confirms that Optionee has been granted, subject to the terms of this Agreement, the right (the "Option") to purchase 190,000 shares of Common Stock 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). 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: 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. 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; or 2.2.2. Subject to the provisions of Sections 2.3, 2.4, 2.5 and 2.6 below, 30 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 (or the date on which a portion of the Option vests pursuant to Section 2.5) and immediately following such date of termination in the case of the unvested portion of the Option. 2.3. If Optionee's employment is terminated by the Company for Cause (as defined in this Section 2.3), the Option (both vested and non-vested) shall expire on the date of termination. For purposes of this section of this Agreement, the term "Cause" shall mean any of the following: (a) A willful failure of Optionee to perform his duties in any material respect which failure is not cured by Optionee within 20 days following written notice from the Company detailing such failure; (b) Any willful misconduct by Optionee relating, directly or indirectly, to the Company or any of its affiliates, which breach, if susceptible to cure, is not cured by Optionee within 20 days following written notice from the Company detailing such breach; (c) Any breach by Optionee of any material provision contained in this Agreement or any employment or consulting agreement between the Company and Optionee, which breach, if susceptible to cure, is not cured by Optionee within 20 days following written notice from the Company detailing such breach; or (d) Optionee's conviction of a felony or crime involving moral turpitude. 2.4. If Optionee terminates his employment for any reason (other than for "Executive Cause", pursuant to the Employment Agreement dated as of May 26, 1998 between the Company and Optionee (the "Employment Agreement")), the Option (both vested and non-vested) shall expire on the date of termination. 2.5. In the event that (i) either Optionee's employment with the Company is terminated by the Company without Cause (as defined in Section 2.3) or Optionee terminates his employment with the Company for "Executive Cause" pursuant to the terms of the Employment Agreement and (ii) Optionee has relocated, at the request of the Company, from his residence in the Atlanta, Georgia area, the Option shall remain outstanding and continue to vest, and shall otherwise be treated for purposes of this Agreement, as if Optionee remained in the employ of the Company through the earlier of (a) the first anniversary of the date of termination or (b) the occurrence of any circumstance or event that would constitute Cause under Section 2.3 of this Agreement. 2.6 In the event that Optionee's employment is terminated (i) by the Company because Optionee shall become ill, mentally or physically disabled, or otherwise incapacitated so as to be unable to regularly 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) due to his death, the Option shall remain outstanding and continue to vest, and shall otherwise be treated for the purposes of the terms and conditions thereof, as if Optionee remained in the employment of the Company through October 9, 2003. 2.7. Notwithstanding any other provision of this Agreement, the Committee may determine that the Option shall become exercisable in full or in part, whether or not it is then exercisable, upon such circumstances or events as the Committee determines, in its sole discretion, merits special consideration. 2.8 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 Grant. 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 United States dollars in the form of 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, that have been held by the Optionee for a period of at least six months (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 $33.75 per Share. 5. Non-Transferability of Option. The Option is not assignable or transferable except by will or by the laws of descent and distribution and the Option may not be exercised other than by the Optionee or, after the death of the Optionee, by the Optionee's personal representative, heirs or legatees; provided, however, that the Committee may, subject to such terms and conditions as the Committee shall specify, permit the transfer of the Option to the Optionee's family members or to one or more trusts established in whole or in part for the benefit of one or more of such family members. 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. 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. 7.2. The Option shall not be exercisable, in whole or in part, until such time as the Shares are registered by the Company on a Form S-8. 7.3. The Company may require the Optionee to represent to the Company, in writing, when the Option is exercised, that the Optionee is exercising the Option for the Optionee's own account 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 a registration statement filed under the Securities Act of 1933 as amended, which the Securities and Exchange Commission has declared effective, (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 issued to the Optionee by the Securities and Exchange Commission. The Company may require each share certificate representing Shares to 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, and the provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the Option shall not be exercisable at a time when the exercise thereof may result in the violation of any law or governmental order or regulation. 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 case the Company is merged or consolidated with another corporation, or in case of a reorganization of the Company, the Board or the board of directors of any corporation assuming the obligations of the Company hereunder shall either (i) make appropriate provisions for the protection of any outstanding portion of the Option by the substitution on an equitable basis of appropriate securities of the Company, or appropriate securities of the merged, consolidated, or otherwise reorganized corporation, or the appropriate adjustment in the option price, or both, or (ii) give written notice to the Optionee that his Option must be exercised, to the extent then exercisable, within 60 days of the date of such notice or the Option will terminate, and to the extent that the Option is not exercised within such 60-day period it shall terminate and be of no further effect. 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 an Option, the Company shall be entitled to deduct and withhold such amounts from any cash payments to be made to the Optionee. In any event, the Optionee shall either (i) make available to the Company, promptly when requested by the Company, sufficient funds to meet the requirements of such withholding, or (ii) to the extent permitted by the Committee, irrevocably authorize the Company to withhold from the Shares otherwise issuable to the Optionee as a result of such exercise a number of Shares having a fair market value, as of the date the withholding tax obligation arises (the "Tax Date") which alone, or when added to funds paid to the Company by the Optionee, equal the amount of the minimum withholding tax obligation (the "Withholding Election") and the Company shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds made available to the Company out of any funds or property due or to become due to the Optionee. An Optionee's Withholding Election may only be made prior to the Tax Date and may be disapproved by the Committee. The Committee may establish such rules and procedures as it may deem necessary or advisable in connection with the withholding of taxes relating to the exercise of the Option. 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 Company's 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. 12. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor of the Company. 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 sources 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. 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. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 17. 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: Anthony Vuolo Title: Executive Vice President Finance and Administration and Chief Financial Officer Richard Cohan Address: --------------------------- --------------------------- EX-5 7 OPINION RE: LEGALITY February 17, 1999 Synetic, Inc. 669 River Drive Elmwood Park, NJ 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 2,370,000 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 (i) 1998 Class E Stock Option Plan, (ii)1998 Porex Technologies Corp. Stock Option Plan and (iii) Stock Option Agreements between the Company and each of Messrs. Holstein, Amburgy, Seifert, and Cohan. 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 General Corporation Law of Delaware, 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 Synetic, Inc. 2 February 17, 1999 Company and, when (a) issued and delivered by the Company in accordance with the terms of the relevant Plan and (b) paid for in full in accordance with the terms of the relevant Plan, the Shares will be validly issued, fully paid and non-assessable. 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 8 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 August 14, 1998 included in Synetic, Inc.'s Form 10-K for the fiscal year ended June 30, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP New York, New York February 17, 1999 EX-23.2 9 CONSENT OF EXPERT [FIRM LETTERHEAD] January 27, 1999 Synetic, Inc. 669 River Drive Elmwood Park, NJ 07407-1362 Re: 1998 Class E Stock Option Plan 1998 Porex Technologies Corp. Stock Option Plan Agreements between Synetic, Inc. and Certain Individuals Ladies and Gentlemen: We hereby consent to the incorporation by reference into the Synetic, Inc. Registration Statements on Form S-8, referenced above, filed with the Securities and Exchange Commission, of Synetic, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 1998. We also consent to all references to our firm included in such Registration Statement. Very truly yours, KEGLER, BROWN, HILL & RITTER CO., L.P.A. By: /s/ Jack A. Bjerke --------------------------- Jack A. Bjerke, Vice President EX-24 10 POWER OF ATTORNEY SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Paul C. Suthern =================== Signature Paul C. Suthern =================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele , Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Thomas R. Ferguson ======================= Signature Thomas R. Ferguson ======================= Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ James V. Manning ========================= Signature James V. Manning ========================= Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Bernard A. Marden =========================== Signature Bernard A. Marden =========================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Ray E. Hannah ========================== Signature Ray E. Hannah ========================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Mervyn L. Goldstein, MD =========================== Signature Mervyn L. Goldstein, MD =========================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Roger Licht ======================== Signature Roger Licht ======================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Martin J. Wygod ======================== Signature Martin J. Wygod ======================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Herman Sarkowsky ======================== Signature Herman Sarkowsky ======================== Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Charles A. Mele ------------------------------ Signature Charles A. Mele ------------------------------ Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them 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 10th day of November, 1998. /s/ Albert Weis ----------------------- Signature Albert Weis ----------------------- Print Name EX-23.3 11 CONSENT OF ACCOUNTANTS [LINKENHEIMER LLP LETTERHEAD] EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated April 2, 1998 on our audit of the consolidated financial statements of POINT PLASTICS, INC. AND SUBSIDIARY included in Synetic, Inc.'s Form 8-K dated July 29, 1998, into this registration statement on Form S-8 and to all our references to our Firm in this registration statement. /s/ Linkenheimer LLP Santa Rosa, California January 29, 1999 EX-23.5 12 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 for The KippGroup dated November 13, 1998 included in Synetic, Inc.'s Form 10-Q for the quarter ended December 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Orange County, California February 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----