CONCORD COMMUNICATIONS INC
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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<TYPE>EX-10.08
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<FILENAME>b42079ccex10-08.txt
<DESCRIPTION>1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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                                  EXHIBIT 10.08

                          CONCORD COMMUNICATIONS, INC.

                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
           (AS AMENDED MARCH 12, 1998, MARCH 8, 2000, APRIL 25, 2001)

         1. Purpose. This Non-Qualified Stock Option Plan, to be known as the
1997 Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is
intended to promote the interests of CONCORD COMMUNICATIONS, INC. (hereinafter,
the "Company") by providing an inducement to obtain and retain the services of
qualified persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the "Board").

         2. Available Shares. The total number of shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock") for which options may
be granted under this Plan shall not exceed one hundred thirty thousand
(130,000) shares, subject to adjustment in accordance with Section 10 of this
Plan; provided, however, that such number of shares shall not be subject to
adjustment by reason of the stock split in the form of a stock dividend declared
by the Board of the Directors of the Company on August 7, 1997. Shares subject
to this Plan are authorized but unissued shares or shares that were once issued
and subsequently reacquired by the Company. If any options granted under this
Plan are surrendered before exercise or lapse without exercise, in whole or in
part, the shares reserved therefore shall continue to be available under this
Plan.

         3. Administration. This Plan shall be administered by the Board or by a
committee appointed by the Board (the "Committee"). In the event the Board fails
to appoint or refrains from appointing a Committee, the Board shall have all
power and authority to administer this Plan. In such event, the word "Committee"
wherever used herein shall be deemed to mean the Board. The Committee shall,
subject to the provisions of the Plan, have the power to construe this Plan, to
determine all questions hereunder, and to adopt and amend such rules and
regulations for the administration of this Plan as it may deem desirable. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any option granted
under it.

         4. Automatic Grant of Options. Subject to the availability of shares
under this Plan, (a) each person who becomes a member of the Board on or after
October 16, 1997 and who is not an employee or officer of the Company during the
term of the Plan (a "Non-Employee Director"), shall be granted on the date such
person is first elected to the Board, without further action by the Board, an
option to purchase 20,000 shares of Common Stock, and (b) each person who is a
Non-Employee Director immediately following the final adjournment of each Annual
Meeting of Stockholders of the Company during the term of this Plan shall be
automatically granted on each such date an option to purchase 7,500 shares of
Common Stock. The options to be granted under this Section 4 shall be the only
options ever to be granted at any time to such member under this Plan. The
number of shares covered by options granted under this Section 4 shall be
subject to adjustment in accordance with the provisions of Section 10 of this
Plan.

         5. Option Price. The purchase price of the stock covered by an option
granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted. The option price will be subject to
adjustment in accordance with the provisions of Section 10 of this Plan. For
purposes of this Plan, if, at the time an option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the Nasdaq National Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market List. However, if the Common Stock is not publicly traded at the
time an option is granted under the Plan, "fair market value" shall be deemed to
be


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the fair value of the Common Stock as determined by the Committee after taking
into consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

         6. Period of Option. Unless sooner terminated in accordance with the
provisions of Section 8 of this Plan, an option granted hereunder shall expire
on the date which is ten (10) years after the date of grant of the option.

         7. (a) Vesting of Shares and Non-Transferability of Options. Options
granted under this Plan shall not be exercisable until they become vested.
Options granted under this Plan shall vest in the optionee and thus become
exercisable, in accordance with the following schedule, provided that the
optionee has continuously served as a member of the Board through such vesting
date:

<TABLE>
<CAPTION>
                  Percentage of Option
                  Shares for which
                  Option Will be Exercisable           Date of Vesting
                  --------------------------           ---------------
<S>                                                    <C>
                            25%                        one year from the date of grant

                            6.25%                      per quarter on the last day of the quarter
                                                       beginning the quarter ending immediately
                                                       following the date to occur which is one
                                                       year from the date of grant
</TABLE>

         The number of shares as to which options may be exercised shall be
cumulative, so that once the option shall become exercisable as to any shares it
shall continue to be exercisable as to said shares, until expiration or
termination of the option as provided in this Plan.

                  (b) Non-transferability. Any option granted pursuant to this
Plan shall not be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a domestic relations order and shall be
exercisable during the optionee's lifetime only by him or her.

         8.       Termination of Option Rights.

                  (a) In the event an optionee ceases to be a member of the
Board for any reason other than death or permanent disability, any then
unexercised portion of options granted to such optionee shall, to the extent not
then vested, immediately terminate and become void; any portion of an option
which is then vested but has not been exercised at the time the optionee so
ceases to be a member of the Board may be exercised, to the extent it is then
vested, by the optionee within 60 days of the date the optionee ceased to be a
member of the Board; and all options shall terminate after such 60 days have
expired.

                  (b) In the event that an optionee ceases to be a member of the
Board by reason of his or her death or permanent disability, any option granted
to such optionee may be exercised, to the extent of the number of shares with
respect to which he or she could have exercised it on the date of death or
permanent disability, by the optionee (or by the optionee's personal
representative, heir or legatee, in the event of death) until the scheduled
expiration date of the option.

         9.       Exercise of Options and Resale Restrictions.

                  (a) Exercise of Option. Subject to the terms and conditions of
this Plan and the option agreements, an option granted hereunder shall, to the
extent then exercisable, be exercisable in whole or in part by giving written
notice to the Company by mail or in person addressed to the Chief Financial
Officer at 600 Nickerson Road, Marlborough, Massachusetts 01752, its principal
executive offices, stating the number of shares with respect to which the option
is being exercised, accompanied by payment in full for such shares. Payment may
be (a) in United States dollars in cash or by check, (b) in whole or in part in
shares of the Common Stock of the Company already owned by the person or persons
exercising the option or shares subject to the option being exercised (subject
to such restrictions and guidelines as the Board may adopt


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from time to time), valued at fair market value determined in accordance with
the provisions of Section 5 or (c) consistent with applicable law, through the
delivery of an assignment to the Company of a sufficient amount of the proceeds
from the sale of the Common Stock acquired upon exercise of the option and an
authorization to the broker or selling agent to pay that amount to the Company,
which sale shall be at the participant's direction at the time of exercise;
provided, however, that there shall be no such exercise at any one time as to
fewer than one hundred (100) shares or all of the remaining shares then
purchasable by the person or persons exercising the option, if fewer than one
hundred (100) shares. The Company's transfer agent shall, on behalf of the
Company, prepare a certificate or certificates representing such shares acquired
pursuant to exercise of the option, shall register the optionee as the owner of
such shares on the books of the Company and shall cause the fully executed
certificate(s) representing such shares to be delivered to the optionee as soon
as practicable after payment of the option price in full. The holder of an
option shall not have any rights of a stockholder with respect to the shares
covered by the option, except to the extent that one or more certificates for
such shares shall be delivered to him or her upon the due exercise of the
option.

                  (b) Resale Restrictions. Under no circumstances may shares
acquired pursuant to the exercise of options granted pursuant to this Plan be
disposed of on or prior to the date that is six months after the date such
options were granted.

         10. Adjustments Upon Changes in Capitalization and Other Events. Upon
the occurrence of any of the following events, an optionee's rights with respect
to options granted to him or her hereunder shall be adjusted as hereinafter
provided:

                  (a) Stock Dividends and Stock Splits. If the shares of Common
Stock shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock deliverable
upon the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

                  (b) Recapitalization Adjustments. In the event of a
reorganization, recapitalization, merger, consolidation, or any other change in
the corporate structure or shares of the Company, to the extent permitted by
Rule 16b-3 under the Securities Exchange Act of 1934, adjustments in the number
and kind of shares authorized by this Plan and in the number and kind of shares
covered by, and in the option price of outstanding options under this Plan
necessary to maintain the proportionate interest of the optionee and preserve,
without exceeding, the value of such option, shall be made. Notwithstanding the
foregoing, no such adjustment shall be made which would, within the meaning of
any applicable provisions of the Internal Revenue Code of 1986, as amended,
constitute a modification, extension or renewal of any Option or a grant of
additional benefits to the holder of an Option.

                  (c) Issuances of Securities. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.

                  (d) Adjustments. Upon the happening of any of the foregoing
events, the class and aggregate number of shares set forth in Sections 2 and 4
of this Plan that are subject to options which previously have been or
subsequently may be granted under this Plan shall also be appropriately adjusted
to reflect such events. The Board shall determine the specific adjustments to be
made under this Section 10 and its determination shall be conclusive.

                  (e) Consolidations or Mergers. If the Company is to be
consolidated with or acquired by another entity in a merger or other
reorganization in which the holders of the outstanding voting stock of the
Company immediately preceding the consummation of such event, shall, immediately
following such event, hold, as a group, less than a majority of the voting
securities of the surviving or successor entity, or in the event of a sale of
all or substantially all of the Company's assets or otherwise (each, an
"Acquisition"), the vesting of all outstanding options issued pursuant hereto
will be accelerated so that all outstanding options


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are vested and exercisable in full prior to the consummation of any such
Acquisition. If such options are not exercised prior to the consummation of such
Acquisition, and are not assumed or replaced by the successor entity, such
options will terminate.

         11. Restrictions on Issuance of Shares. Notwithstanding the provisions
of Sections 4 and 9 of this Plan, the Company shall have no obligation to
deliver any certificate or certificates upon exercise of an option until one of
the following conditions shall be satisfied:

                  (i) The issuance of shares with respect to which the option
has been exercised is at the time of the issue of such shares effectively
registered under applicable Federal and state securities laws as now in force or
hereafter amended; or

                  (ii) Counsel for the Company shall have given an opinion that
the issuance of such shares is exempt from registration under Federal and state
securities laws as now in force or hereafter amended; and the Company has
complied with all applicable laws and regulations with respect thereto,
including without limitation all regulations required by any stock exchange upon
which the Company's outstanding Common Stock is then listed.

         12. Legend on Certificates. The certificates representing shares issued
pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

         13. Representation of Optionee. If requested by the Company, the
optionee shall deliver to the Company written representations and warranties
upon exercise of the option that are necessary to show compliance with Federal
and state securities laws, including representations and warranties to the
effect that a purchase of shares under the option is made for investment and not
with a view to their distribution (as that term is used in the Securities Act of
1933).

         14. Option Agreement. Each option granted under the provisions of this
Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted. The option agreement shall contain such terms, provisions and
conditions not inconsistent with this Plan as may be determined by the officer
executing it.

         15. Termination and Amendment of Plan. Options may no longer be granted
under this Plan ten (10) years after the Approval Date, and this Plan shall
terminate when all options granted or to be granted hereunder are no longer
outstanding. The Board may at any time terminate this Plan or make such
modification or amendment thereof as it deems advisable; provided, however, that
the Board may not, modify or amend this Plan, without approval of the
stockholders, if such approval is required by the Federal securities laws or
applicable regulatory authorities (at the time of any such modification or
amendment). Termination or any modification or amendment of this Plan shall not,
without consent of a participant, affect his or her rights under an option
previously granted to him or her. The Plan was adopted by the Board of Directors
in July 1997 and by the stockholders of the Company on September 9, 1997. The
Plan was amended on March 12, 1998 by the Board of Directors to increase the
number of option shares granted to Directors on the date such person is first
elected to the Board from 7,500 shares to 20,000 shares and to increase the
number of option shares automatically granted to Directors immediately following
the final adjournment of each Annual Meeting of Stockholders from 1,875 shares
to 5,000 shares. The Plan was further amended on March 8, 2000 by the Board of
Directors to increase the number of shares authorized for issuance under the
Plan by 35,000 subject to approval of the amendment of the Plan by the
stockholders of the Company at the next meeting of stockholders. The
stockholders of the Company approved such amendment on April 25, 2000. The Plan
was further amended on April 25, 2001 to increase the number of option shares
automatically granted to Directors immediately following the final adjournment
of each Annual Meeting of Stockholders from 5,000 shares to 7,500 shares.

         16. Withholding of Income Taxes. Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includible in the optionee's gross income.


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         17. Compliance with Regulations. It is the Company's intent that the
Plan comply in all respects with Rule 16b-3 under the Securities Exchange Act of
1934 (or any successor or amended provision thereof) and any applicable
Securities and Exchange Commission interpretations thereof. If any provision of
this Plan is deemed not to be in compliance with Rule 16b-3, the provision shall
be null and void.

         18. Governing Law. The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of the Commonwealth
of Massachusetts, without giving effect to the principles of conflicts of law
thereof.


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