NATIONAL DENTEX CORP /MA/
EX-10.11 EMPLOYEES' STOCK PURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>b58521ndexv10w11.txt
<DESCRIPTION>EX-10.11 EMPLOYEES' STOCK PURCHASE PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.11

ACK00AC1
October 14, 1993

                           NATIONAL DENTEX CORPORATION

                         EMPLOYEES' STOCK PURCHASE PLAN

              Adopted by the Board of Directors as of May 22, 1992

     1. Purpose of the Plan. The Plan is intended to encourage ownership of
Common Stock by employees of the Company and to provide additional incentive for
employees to promote the success of the business of the Company by enabling
Eligible Employees to purchase shares of Common Stock at a discount from market
value through a payroll deduction program. Any Eligible Employee who wishes to
participate in the Plan may authorize the Company to withhold a percentage of
his or her Gross Compensation (not to exceed the maximum percentage specified by
the Company) through payroll deductions, for a specified period of time, and, at
the end of such period, use such accumulated payroll deductions to purchase
shares of Common Stock of the Company. It is intended that the Plan shall be an
"employee stock purchase plan" within the meaning of Section 423 of the Code.

     2. Definitions. As used in the National Dentex Corporation Employees' Stock
Purchase Plan, the following terms shall have the meanings respectively assigned
to them below:

     (a) Beneficiary means the person designated as beneficiary on the
Optionee's Membership Agreement or, if no such beneficiary is named, the person
to whom the Option is transferred by will or under the applicable laws of
descent and distribution.

     (b) Board means the Board of Directors of the Company.

     (c) Code means the Internal Revenue Code of 1986, as amended.

     (d) Company means National Dentex Corporation, a Massachusetts corporation.

     (e) Common Stock means the Common Stock, $.01 par value, of the Company.

     (f) Eligible Employee means a person who is eligible under the provisions
of Section 7 to receive an Option as of a particular Grant Date.

     (g) Exercise Date means a date not less than six months and not more than
one year after a Grant Date, as determined by the Board, on which Options must,
if ever, be exercised.

     (h) Grant Date means a date specified by the Board on which Options are to
be granted to Eligible Employees.

     (i) Gross Compensation means base compensation plus commissions, overtime
pay and cash bonuses.

     (j) Market Value means, as of a particular date, the last sale price of the
Common Stock if such Common Stock is reported on a stock exchange, or if not so
reported, the average of bid and asked prices of the Common Stock last quoted by
NASDAQ in the over-the-counter market on such date.

     (k) Membership Agreement means an agreement whereby an Optionee authorizes
the Company to withhold payroll deductions from his or her Gross Compensation.

     (l) 1934 Act means the Securities Exchange Act of 1934, as amended.

<PAGE>

ACK00AC1
October 14, 1993

1    (m) Option means an option to purchase Option Shares granted under the
Plan.

     (n) Option Shares means shares of Common Stock purchasable under an Option.

     (o) Optionee means an Eligible Employee to whom an Option is granted.

     (p) Plan means this National Dentex Corporation Employees' Stock Purchase
Plan, as the same may be amended from time to time.

     (q) Rule 16b-3 means Rule 16b-3 promulgated under Section 16 of the 1934
Act, as amended.

     (r) Section 16 means Section 16 of the 1934 Act, as amended.

     3. Term of the Plan. The Plan shall become effective on July 1, 1992 and
shall terminate on July 1, 2002, unless sooner terminated by the Board pursuant
to Section 5 hereof.

     4. Administration of the Plan. The Plan shall be administered by the Board,
which annually shall determine whether to grant Options under the Plan, shall
specify which dates shall be Grant Dates and Exercise Dates, and shall fix the
respective maximum percentages of each Optionee's Gross Compensation which may
be withheld for the purpose of purchasing Option Shares, provided that such
percentage shall not exceed ten percent of such Optionee's Gross Compensation.
The Board shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms of
Options granted under the Plan, and to make all other determinations necessary
or advisable for the administration of the Plan.

     The Board may appoint a committee of three or more directors, who shall
each serve at the pleasure of the Board, to administer the Plan on behalf of the
Board, subject to such terms and conditions as the Board may prescribe. The
Board, in its sole and absolute discretion, may designate any or all of the
functions specified herein regarding administration of the Plan to such
committee.

     With respect to an Optionee subject to Section 16 (a "Section 16
Optionee"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 (or its successors). To the extent any
provision of the Plan or action by the Board with respect to the Plan fails to
so comply, it shall be deemed null and void.

     5. Termination and Amendment of Plan. The Board may terminate or amend the
Plan at any time; provided, however, that no amendment, unless approved by the
holders of a majority of the issued and outstanding shares of Common Stock,
shall be effective if it would cause the Plan to fail to satisfy the
requirements of Rule 16b-3 (or its successors); and, provided further, that (i)
any increase in the aggregate number of shares that may be issued under the
Plan, other than an increase merely reflecting a capital change referred to in
Section 9.8, and (ii) any change in the designation of corporations whose
employees may be offered Options (other than a change designating as a
participating corporation any corporation that becomes a parent or subsidiary
corporation of the Company, within the meaning of Code Section 424(e) and (f),
after the adoption of the Plan), must, in order to be effective, be approved by
a majority of the issued and outstanding shares of Common Stock. No termination
of or amendment to the Plan may adversely affect the rights of an Optionee with
respect to any Option held by the Optionee as of the date of such termination or
amendment.

     6. Shares of Stock Subject to the Plan. No more than an aggregate of
100,000 shares of Common Stock may be issued or delivered pursuant to the
exercise of Options granted under the Plan, subject to adjustments made in
accordance with Section 9.8. Option Shares may be either shares of Common Stock


                                       -2-
<PAGE>

ACK00AC1
October 14, 1993

which are authorized but unissued or shares of Common Stock held by the Company
in its treasury. If an Option expires or terminates for any reason without
having been exercised in full, the unpurchased Option Shares shall become
available for other Options granted under the Plan. The Company shall, at all
times during which Options are outstanding, reserve and keep available shares of
Common Stock sufficient to satisfy such Options and shall pay all fees and
expenses incurred by the Company in connection therewith. In the event of any
capital change in the outstanding Common Stock as contemplated by Section 9.8,
the number of Option Shares reserved and kept available by the Company shall be
appropriately adjusted.

     7. Persons Eligible to Receive Options. Each employee of the Company shall
be granted an Option on each Grant Date on which such employee meets all of the
following requirements:

     (a) The employee has completed at least two years of continuous employment
with the Company. Employment shall include any leave of absence for military
service, illness or other bona fide purpose which does not exceed the longer of
90 days or the period during which the absent employee's reemployment rights are
guaranteed by statute or contract.

     (b) The employee is customarily employed by the Company for more than 20
hours per week and for more than five months per calendar year.

     (c) The employee will not, immediately after grant of the Option, own stock
possessing five percent or more of the total combined voting power or value of
all classes of stock of the Company. For purposes of this paragraph (c), the
rules of Section 424(d) of the Code shall apply in determining the stock
ownership of the employee, and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the employee.

     (d) Upon grant of the Option, the employee's rights to purchase Common
Stock under all employee stock purchase plans (as defined in Section 423(b) of
the Code) of the Company will not accrue at a rate which exceeds $25,000 of fair
market value of the Common Stock (determined as of the Grant Date for such
Option) for each calendar year in which such Option is outstanding at any time.
The accrual of rights to purchase Common Stock shall be determined in accordance
with Section 423(b)(8) of the Code.

     8. Dates for Granting Options. Options shall be granted on each date
designated by the Board as a Grant Date.

     9. Terms and Conditions of Options.

     9.1. General. All Options granted on a particular Grant Date shall comply
with the terms and conditions set forth in Sections 9.3 through 9.13, and each
Option shall be identical except as to the number of Option Shares, which shall
be determined in accordance with Section 9.2.

     9.2. Number of Shares. The maximum number of Option Shares shall be an
amount equal to the amount of the Optionee's Gross Compensation permitted to be
withheld during the period running from the Grant Date to the Exercise Date,
divided by the purchase price determined in accordance with Section 9.3. The
number of Option Shares shall further limited by the amount of payroll
deductions actually withheld as of the Exercise Date.

     9.3. Purchase Price. For Optionees who are not subject to Section 16, the
purchase price of Option Shares shall be 85 percent of the lesser of (a) the
Market Value of the Common Stock as of the Grant Date, or (b) the Market Value
of the Common Stock as of the Exercise Date. For Section 16 Optionees, the
purchase price of Option Shares shall be 85 percent of the average of (i) the
Market Value of the Common Stock as of the Grant Date and (ii) the Market Value
of the Common Stock as of the Exercise Date.


                                       -3-

<PAGE>

ACK00AC1
October 14, 1993

     9.4. Restrictions on Transfer. Options may not be transferred otherwise
than by will or under the laws of descent and distribution, or pursuant to a
qualified domestic relations order, as defined by the Code, or Title I of the
Employee Retirement Income Security Act ("ERISA") or the rules thereunder. An
Option may not be exercised by anyone other than the Optionee during the
lifetime of the Optionee.

     9.5. Expiration. Each Option shall expire at the close of business on the
Exercise Date for such Option or on such earlier date as may result from the
operation of Section 9.6.

     9.6. Termination of Employment of Optionee. If an Optionee ceases for any
reason, voluntary or involuntary (other than death or retirement), to be
continuously employed by the Company, his or her Options shall immediately
expire, and the Optionee's accumulated payroll deductions shall be returned by
the Company with interest pursuant to Section 9.13. For purposes of this Section
9.6, an Optionee shall be deemed to be employed throughout any leave of absence
for military service, illness or other bona fide purpose which does not exceed
the longer of ninety days or the period during which the Optionee's reemployment
rights are guaranteed by statute or by contract. If the Optionee does not return
to active employment prior to the termination of such period, his or her
employment shall be deemed to have ended on the 91st day of such leave of
absence.

     9.7. Retirement or Death of Optionee. If an Optionee retires or dies, the
Optionee or, in the case of death, his or her Beneficiary, shall be entitled to
withdraw the Optionee's accumulated payroll deductions with interest pursuant to
Section 9.13, or to purchase Option Shares on the Exercise Date to the extent
that the Optionee would have been so entitled had he or she continued to be
employed by the Company. The number of Option Shares purchasable shall be
limited by the amount of the Optionee's accumulated payroll deductions as of the
date of his or her retirement or death. Accumulated payroll deductions not
withdrawn or applied to the purchase of Option Shares shall be delivered by the
Company to the Optionee or Beneficiary, as the case may be, with interest
pursuant to Section 9.13, within a reasonable time after the Exercise Date.

     9.8. Capital Changes Affecting the Stock. In the event that, between the
Grant Date and the Exercise Date of an Option, a stock dividend is paid or
becomes payable in respect of the Common Stock or there occurs a split-up or
contraction in the number of shares of Common Stock, the number of Option Shares
and the price to be paid for each Option Share shall be proportionately
adjusted. In the event that, after the Grant Date, there occurs a
reclassification or change of outstanding shares of Common Stock or a
consolidation or merger of the Company with or into another corporation or a
sale or conveyance, substantially as a whole, of the property of the Company,
the Board may, in its discretion, (i) accelerate the Exercise Date of any
Options outstanding, or (ii) terminate any such outstanding Options. Unless
terminated in accordance with this section, Optionees shall be entitled on the
Exercise Date to receive shares of stock or other securities equivalent in kind
and value to the shares of Common Stock he or she would have held if he or she
had exercised the Option in full immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance and had continued to hold such
shares (together with all other shares and securities thereafter issued in
respect thereof) until the Exercise Date. In the event that there is to occur a
recapitalization involving an increase in the par value of the Common Stock
which would result in a par value exceeding the exercise price under an
outstanding Option, the Company shall notify the Optionee of such proposed
recapitalization immediately upon its being recommended by the Board to the
Company's shareholders, after which the Optionee shall have the right to
exercise his or her Option prior to such recapitalization; if the Optionee fails
to exercise the Option prior to recapitalization, the exercise price under the
Option shall be appropriately adjusted. In the event that, after the Grant Date,
there occurs a dissolution or liquidation of the Company, except pursuant to a
transaction to which Section 424(a) of the Code applies, each Option shall
terminate, but the Optionee holding such Option shall have the right to exercise
his or her Option prior to such dissolution or liquidation.


                                       -4-
<PAGE>

ACK00AC1
October 14, 1993

     9.9. Payroll Deductions; Withdrawal from Plan Prior to Exercise Date. Any
Eligible Employee who has completed at least two years of service with the
Company, and who wishes to authorize payroll deductions for the purchase of
Option Shares under the Plan, must complete and return to the personnel
department of the Company at anytime on or before the Grant Date a Membership
Agreement indicating the total percentage (which shall be a full integer between
one and ten) of his or her Gross Compensation which is to be withheld each pay
period, not to exceed the maximum percentage, if any, set by the Board in its
discretion. Payroll deductions will commence as of the first Grant Date after
receipt of such Membership Agreement by the personnel department. Prior to the
Exercise Date, each Optionee shall, except as provided by Section 9.11(d)
hereof, be permitted only once to (a) withdraw all or part of his or her
accumulated payroll deductions, (b) discontinue payroll deductions, or (c)
change the percentage of Gross Compensation withheld.

     9.10. Compliance with Rule 16b-3. The purchase of Option Shares under the
Plan by a Section 16 Optionee shall be exempt from Section 16(b) of the 1934 Act
If the Section 16 Optionee complies with the requirements of either subparagraph
(a) or (b) below.

     (a) Irrevocable Election. The Section 16 Optionee waives the right to
withdraw from the Plan granted in Section 9.9, and makes an irrevocable election
in the Membership Agreement to participate in the Plan on the terms and
conditions set forth in the Membership Agreement at least six months prior to
the Exercise Date. Optionees who make such an irrevocable election may change
the terms of such Membership Agreement, but any such change will not take effect
for six months.

     (b) Transactional Requirements.

          (1)  Six-Month Holding Period. The Section 16 Optionee agrees to hold
               any Option Shares purchased under the Plan for at least six
               months from the date the Option Price for such Option Shares was
               fixed; and

          (2)  Cessation of Participation. The Section 16 Optionee who (i)
               voluntarily decides to cease participation in the Plan
               (excluding a cessation necessitated by the limit on stock
               ownership and accrual restrictions imposed by the Code) or (ii)
               withdraws accumulated payroll deductions prior to the Exercise
               Date, may not participate in the Plan again for at least six
               months; provided, however, that the following shall not
               constitute a cessation of participation: (x) a decision to
               increase or decrease the amount of payroll deductions or (y) a
               decision to continue enrollment in the Plan at a more favorable
               basis price. A Section 16 Optionee may not authorize a nominal
               amount of payroll deductions to avoid the penalty for cessation
               provided for herein.

     9.11. Exercise of Options. On the Exercise Date the Optionee will be deemed
to have exercised his or her Option and thereby purchased the number of Option
Shares purchasable by his or her accumulated payroll deductions, provided that:

     (a) The number of Option Shares shall not exceed the number of shares the
Optionee is entitled to purchase pursuant to Section 9.2.

     (b) If the total number of Option Shares which all Optionees have been
deemed to purchase, together with any Option Shares already purchased under the
Plan, exceeds the total number of shares of Common Stock subject to the Plan
pursuant to Section 6, the number of Option Shares which each Optionee is deemed
to have purchased shall be decreased PRO RATA based on the Optionee's
accumulated payroll deductions with respect to such Option Shares in relation to
all accumulated payroll deductions currently being withheld under the Plan with
respect to such Option Shares.


                                       -5-

<PAGE>

ACK00AC1
October 14, 1993

     (c) If the number of Option Shares includes a fraction, such number shall
be adjusted to the next smaller whole number and the purchase price shall be
adjusted accordingly.

     (d) Notwithstanding the foregoing, any Optionee may notify the Company's
payroll department in writing, not later than two weeks prior to the Exercise
Date, that he or she elects not to exercise his or her Option in full or in
part, and desires to receive that portion of his or her accumulated payroll
deductions withheld under the Plan and not used to purchase Option Shares in the
form of cash, with interest pursuant to Section 9.13, instead of Option Shares.

     As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Option Shares are being purchased only for investment and
without any present intention to sell or distribute such Option Shares if, in
the opinion of counsel for the Company, such a representation is required by the
Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, and the rules
and regulations promulgated thereunder.

     9.12. Delivery of Stock. Within a reasonable time after the Exercise Date,
the Company shall deliver or cause to be delivered to each Optionee a
certificate or certificates for the number of Option Shares purchased by such
Optionee. If any law or applicable regulation of the Securities and Exchange
Commission or other body having jurisdiction in the premises shall require that
the Company or the Optionee take any action in connection with the Option
Shares, delivery of the certificate or certificates for such Option Shares shall
be postponed until the necessary action shall have been completed, which action
shall be taken by the Company at its own expense, without unreasonable delay.
The Optionee shall have no rights as a shareholder in respect of Option Shares
for which he or she has not received a certificate.

     The Company shall have the right to impose restrictions on the
transferability of Option Shares, and to place appropriate legends on all stock
certificates setting forth any such restrictions on transferability of Option
Shares instructing the transfer agent to notify the Company of any transfer of
the Option Shares. Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such
Option Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the 1933 Act, the 1934 Act, the rules and
regulations promulgated thereunder, the so-called state "blue sky" or securities
laws, and the requirements of the National Association of Securities Dealers or
of any stock exchange upon which the Shares may be listed (as the case may be),
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

     9.13. Return of Accumulated Payroll Deductions. In the event that the
Optionee or the Beneficiary is entitled to the return of accumulated payroll
deductions, whether by reason of voluntary withdrawal, termination of
employment, retirement, death, or in the event that accumulated payroll
deductions exceed the price of Option Shares purchased, such amount, together
with interest thereon at the rate of 6 percent, shall be returned within a
reasonable time by the Company to the Optionee or the Beneficiary, as the case
may be; PROVIDED, HOWEVER, that interest shall not be paid on any amount
returned which is less than the purchase price of one Option Share for which
such payroll deductions were withheld.


                                       -6-

<PAGE>

AMENDMENT TO NATIONAL DENTEX CORPORATION 1992 EMPLOYEE'S STOCK PURCHASE PLAN

The first sentence of Section 6 of the Plan has been amended (effective as of
Shareholder approval of the Amendment on April 4, 2000) to read in its entirety
as follows: "No more than an aggregate of 200,000 shares of Common Stock may be
issued or delivered pursuant to the exercise of options under the Plan, subject
to adjustments made in accordance with Section 9.8."
</TEXT>
</DOCUMENT>
