Ade Corp – ‘DEFS14A’ for 10/16/97

As of:  Friday, 8/29/97   ·   For:  10/16/97   ·   Accession #:  927016-97-2406   ·   File #:  0-26714

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Materials                            25    122K 

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SCHEDULE 14A INFORMATION    

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.  )   

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[_] Preliminary Proxy Statement       [_] Confidential, for Use of the          
                                    Commission Only (as permitted by
                     Rule 14a-6(e)(2))

[X] Definitive Proxy Statement                                                  

[_] Definitive Additional Materials                                             

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12           

ADE CORPORATION 
------------------------------------------------  
(Name of Registrant as Specified In Its Charter)  

ADE CORPORATION 
------------------------------------------------  
(Name of Person(s) Filing Proxy Statement)  

Payment of Filing Fee (check the appropriate box):                              

[X] No fee required                                                             

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

(1) Title of each class of securities to which transaction applies:     

        ________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:        

        ________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):      

        ________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:                    

        ________________________________________________________________________

(5) Total fee paid:                                                     

        ________________________________________________________________________

[_] Fee paid previously with preliminary materials.                             

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                             

        ________________________________________________________________________

(2) Form, Schedule or Registration Statement No.:                       

        ________________________________________________________________________

(3) Filing Party:                                                       

        ________________________________________________________________________

(4) Date Filed:                                                         

        ________________________________________________________________________

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ADE CORPORATION 
80 WILSON WAY 
WESTWOOD, MASSACHUSETTS 02090 
(617) 467-3500  

------------------------- 

NOTICE OF SPECIAL MEETING 
OF STOCKHOLDERS IN LIEU OF THE 1997 ANNUAL MEETING  

October 16, 1997  

Notice is hereby given that a Special Meeting of Stockholders in lieu of the
1997 Annual Meeting of ADE Corporation, a Massachusetts corporation (the        
"Company"), will be held on Thursday, October 16, 1997 at 10:00 a.m. at ADE     
Corporate Headquarters located at 80 Wilson Way, Westwood, Massachusetts for    
the following purposes:                                                         

1. To elect six directors to serve until the next Annual Meeting of         
Stockholders and until their successors are elected and qualified.    

2. To approve the Company's Employee Stock Option Plan.                     

3. To approve the appointment of Price Waterhouse LLP as the Company's      
independent accountants for the 1998 fiscal year.                     

4. To consider and act upon such other business as may properly come        
before the meeting.                                                   

Reference is hereby made to the accompanying Proxy Statement for more 
complete information concerning the matters to be acted upon at the meeting.    

   Only stockholders of record of the Company's Common Stock at the close of
business on August 20, 1997 will be entitled to vote at the Special Meeting in  
lieu of the Annual Meeting and any adjournments thereof.                        

STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE     
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE.                                   

                                      By Order of the Board of Directors

                          Willard G. McGraw, Jr.
         Clerk

September [ ], 1997                                                             

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ADE CORPORATION 
80 WILSON WAY 
WESTWOOD, MA 02090  
(617) 467-3500  

PROXY STATEMENT 

FOR SPECIAL MEETING OF STOCKHOLDERS 
IN LIEU OF 1997 ANNUAL MEETING  

TO BE HELD OCTOBER 16, 1997 

This Proxy Statement and the enclosed proxy card are being furnished to     
stockholders of ADE Corporation ("ADE" or the "Company"), a Massachusetts       
corporation, in connection with the solicitation by the Company's Board of      
Directors (the "Board") of proxies to be voted at a Special Meeting of          
Stockholders in lieu of the 1997 Annual Meeting to be held on October 16, 1997  
at 10:00 a.m. at ADE Corporate Headquarters, 80 Wilson Way, Westwood,           
Massachusetts, and at any adjournments thereof (the "Meeting").                 

This Proxy Statement and the enclosed proxy card are first being mailed or  
otherwise furnished to stockholders of the Company on or about September [ ],   
1997. The Annual Report to Stockholders for the fiscal year ended April 30,     
1997 is being mailed to the stockholders with this Proxy Statement, but does    
not constitute a part hereof.                                                   

Proxies may be solicited by directors, officers and employees of the Company
by mail, by telephone, in person or otherwise. No such person will receive      
additional compensation for such solicitation. In addition, the Company will    
request banks, brokers and other custodians, nominees and fiduciaries to        
forward proxy materials to the beneficial owners of Common Stock and obtain     
voting instructions from such beneficial owners. The Company will reimburse     
those firms for their reasonable expenses in forwarding proxy materials and     
obtaining voting instructions.                                                  

When the proxy card of a stockholder is duly executed and returned, the     
shares represented thereby will be voted in accordance with the voting          
instructions given on the proxy by the stockholder. If no such voting           
instructions are given on a proxy card with respect to one or more proposals,   
the shares represented by that proxy card will be voted, in the election of     
directors, for the nominees named herein, and with respect to other proposals,  
in accordance with the recommendations of the Board. Stockholders may revoke    
their proxies at any time prior to any vote at the Meeting by written notice    
to the Clerk of the Company at or before the Meeting, by submission of a duly   
executed proxy card bearing a later date, or by voting in person by ballot at   
the Meeting.                                                                    

VOTING SECURITIES 

Holders of Common Stock of record on the books of the Company at the close  
of business on August 20, 1997 (the "Record Date") are entitled to notice of    
and to vote at the Meeting. At the Record Date, there were issued and           
outstanding 10,709,435 shares of Common Stock, each of which entitles the       
holder to one vote on each matter submitted to a vote at the Meeting.           

The proxy card provides space for a stockholder to withhold voting for any  
or all nominees for the Board of Directors or to abstain from voting for any    
proposal if the stockholder chooses to do so. The holders of a majority of all  
shares of Common Stock issued and outstanding and entitled to vote at the       
Meeting shall constitute a quorum for the transaction of business. A plurality  
of the votes cast in person or by proxy is required for election of directors.  
The affirmative vote of a majority of the votes cast in person or by proxy at   
the Meeting is required for all other matters. Abstentions and broker non-      
votes are not counted in determining the number of votes cast in connection     
with any voting matter.                                                         

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PROPOSAL 1  

ELECTION OF DIRECTORS 

NOMINEES FOR DIRECTOR                                                           

The By-Laws of the Company provide for a Board consisting of such number of 
directors, not less than three nor more than nine, as may be fixed from time    
to time by the Board. The Board has fixed the number of directors to            
constitute the full Board for the ensuing year at six, all of whom are to be    
elected at the Meeting to serve until the next Annual Meeting of Stockholders   
and until their respective successors are elected and qualified.                

Robert C. Abbe, Harris Clay, Landon T. Clay, H. Kimball Faulkner, Francis B.
Lothrop, Jr., and Kendall Wright, all of whom are currently serving as          
directors, have been nominated for election to the Board at the Meeting.        
Shares represented by proxies will be voted for the election as directors of    
those nominees unless otherwise specified in the proxy. If any of the nominees  
for election to the Board should, for any reason not now anticipated, not be    
available to serve as such, proxies will be voted for such other candidate as   
may be designated by the Board unless the Board reduces the number of           
directors. The Board has no reason to believe that any of the nominees will be  
unable to serve if elected.                                                     

Set forth below is information with respect to each nominee for election to 
the Board of Directors at the Meeting.                                          

Robert C. Abbe, age 59, founded the Company in 1967. Since that time, he has
served as President and Chief Executive Officer and as a director of the        
Company. Mr. Abbe received an AB in Physics from Harvard College.               

Harris Clay, age 70, has been a director of the Company since 1970. He has  
been self-employed as a private investor during the past five years. Mr. Clay   
received an AB from Harvard College.                                            

Landon T. Clay, age 71, has been a director of the Company since 1970 and   
Chairman of the Board since 1979. Since 1971, he has served as Chairman of      
Eaton Vance Corp., a mutual fund management and distribution company. Mr. Clay  
is also a director of Dakota Mining Corp. Mr. Clay received an AB from Harvard  
College. Mr. Clay and Harris Clay are brothers.                                 

H. Kimball Faulkner, age 66, has been a director of the Company since 1970, 
and has been a self-employed small business consultant during the past five     
years. Mr. Faulkner received an AB from Harvard College and MBA from the        
University of Virginia.                                                         

Francis B. Lothrop, Jr., age 69, has been a director of the Company since   
1972. Since 1985, he has served as Chairman of Tech-Ceram Corporation, a        
manufacturer of electronic ceramic packaging. Mr. Lothrop received an AB from   
Harvard College and MBA from Northeastern University.                           

Kendall Wright, age 71, has been a director of the Company since 1983 and   
has been a business, marketing and operations management consultant during the  
past six years. Mr. Wright received a BS from the Massachusetts Institute of    
Technology.                                                                     

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS                               

During the fiscal year ended April 30, 1997, the Board held 7 meetings. Each
of the directors attended all of the Board meetings, except for Mr. Lothrop     
and Mr. Wright, who each attended 6 of such meetings.                           

The Audit Committee, composed of Harris Clay and Messrs. Lothrop and        
Faulkner, meets periodically with the Company's independent auditors to review  
the scope of the annual audit, to discuss the adequacy of internal              

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accounting controls and procedures and to perform general oversight with        
respect to the accounting principles applied in the financial reporting of the  
Company. The Audit Committee held two meetings during fiscal 1997.              

The Compensation Committee, composed of Landon T. Clay and Messrs. Lothrop  
and Wright, administers the Company's stock option and compensation plans and   
recommends to the full Board the amount, character and method of payment of     
compensation of all executive officers and certain other key employees and      
consultants of the Company. The Compensation Committee held three meetings      
during fiscal 1997.                                                             

The Nominating Committee, composed of Mr. Abbe, Harris Clay and Landon T.   
Clay, recommends the criteria for the composition of the Board and size of the  
Board and seeks out and recommends nominees for directors to be submitted to a  
vote of stockholders. The Nominating Committee met once in fiscal 1997. The     
Nominating Committee will consider nominees recommended in writing by           
stockholders if certain information is provided regarding the nominees.         
Recommendations by stockholders should be submitted to the Nominating           
Committee, in care of the President of the Company.                             

BOARD RECOMMENDATION                                                            

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE        
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS. A PLURALITY OF THE VOTES    
CAST IN PERSON OR BY PROXY AT THE MEETING IS REQUIRED TO ELECT EACH NOMINEE AS  
A DIRECTOR.                                                                     

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

The following table sets forth information regarding beneficial ownership of
the Company's Common Stock as of August 20, 1997, by (i) each person known to   
the Company to be the beneficial owner of more than 5% of the Company's Common  
Stock on that date, (ii) each director, (iii) each executive officer listed in  
the Summary Compensation Table below and (iv) all directors and executive       
officers as a group.                                                            

                                                                [Download Table]

                                                           SHARES              
                                                        BENEFICIALLY PERCENTAGE
      NAME                                                OWNED(1)    OF TOTAL 
      ----                                              ------------ ----------
                                                                               
Landon T. Clay(2)......................................  1,639,318     15.3%   
Harris Clay............................................    887,124      8.3%   
Robert C. Abbe(3)......................................    504,574      4.7%   
H. Kimball Faulkner....................................     99,219       *     
Francis B. Lothrop, Jr.................................     60,000       *     
Michael J. Ellsworth(4)................................     45,201       *     
Noel S. Poduje(5)......................................     38,488       *     
Mark D. Shooman(6).....................................     35,200       *     
Kendall Wright(7)......................................     16,981       *     
William H. Ohm(8)......................................     15,800       *     
Neil H. Golden(9)......................................      9,000       *     
All directors and officers as a group (11                                      
 persons)(10)..........................................  3,297,512     30.6%   

--------                                                                        
* Less than one percent.                                                        
(1) Beneficial ownership of shares for purposes hereof, as determined in      
accordance with applicable Securities and Exchange Commission rules,  
   includes shares of Common Stock as to which a person has or shares voting
 power and/or investment power. All amounts shown in this column include
shares obtainable upon exercise of stock options exercisable within 60
days from the date of this table.                                     

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(2) Includes 305,358 shares held in various trusts for the benefit of Mr.     
Clay's children, and 5,560 shares held by Mr. Clay's children, as to  
which Mr. Clay disclaims beneficial ownership.                        
(3) Includes 149,900 shares of Common Stock held by Dr. Elizabeth Baker, Mr.  
Abbe's wife, as to which Mr. Abbe disclaims beneficial ownership.     
(4) Includes 16,484 shares of Common Stock held by Barbara Ellsworth, Mr.     
Ellsworth's wife, as to which Mr. Ellsworth disclaims beneficial      
ownership and 28,717 shares of Common Stock issuable upon exercise of 
stock options. Mr. Ellsworth served as an executive officer until     
November 1996.                                                        
(5) Includes 12,000 shares of Common Stock issuable upon exercise of stock    
options.                                                              
(6) Consists solely of shares of Common Stock issuable upon exercise of stock 
options.                                                              
(7) Includes 30,000 shares of Common Stock issuable upon exercise of stock    
options.                                                              
(8) Includes 15,800 shares of Common Stock issuable upon exercise of stock    
options.                                                              
(9) Consists solely of shares of Common Stock issuable upon exercise of stock 
options.                                                              
(10) Includes an aggregate of 85,609 shares of Common Stock issuable upon       
exercise of stock options.                                            

The address of all persons listed above is c/o ADE Corporation, 80 Wilson   
Way, Westwood, Massachusetts 02090.                                             

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires  
directors, officers, and persons who are beneficial owners of more than ten     
percent of the Company's Common Stock to file with the Securities and Exchange  
Commission (the "Commission") reports of their ownership of the Company's       
securities and of changes in that ownership. To the Company's knowledge, based  
upon a review of copies of reports filed with the Commission with respect to    
the fiscal year ended April 30, 1997, all reports required to be filed under    
Section 16(a) by the Company's directors and officers and persons who were      
beneficial owners of more than ten percent of the Company's Common Stock were   
timely filed, except that an initial report of beneficial ownership on Form 3   
was not timely filed by each of E. Fred Schiele, William H. Ohm and Barry       
Glasgow and reports on Form 4 were not timely filed by each of Mark D. Shooman  
and Michael J. Ellsworth, in connection with certain sales by them of shares    
of Common Stock. Reports on Form 5 were not timely filed by each of Robert C.   
Abbe, Michael J. Ellsworth, E. Fred Schiele, Noel S. Poduje and William H.      
Ohm, in connection with certain grants to them of options for the purchase of   
shares of Common Stock.                                                         

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EXECUTIVE COMPENSATION  

SUMMARY COMPENSATION TABLE                                                      

The following table sets forth all compensation received for services       
rendered to the Company for the fiscal years ended April 30, 1997, 1996 and     
1995 by the Company's Chief Executive Officer and each of the four most highly  
compensated executive officers other than the Chief Executive Officer whose     
annual salary and bonus for the fiscal year ended April 30, 1997 exceeded       
$100,000 (collectively, the "Named Executives").                                

                                                                [Download Table]

                                                        LONG-TERM                  
                                                      COMPENSATION                 
                                  ANNUAL COMPENSATION    AWARDS                    
                                  ------------------- -------------                
                                                        NUMBER OF                  
                                                         SHARES                    
                                                       UNDERLYING      ALL OTHER   
NAME AND PRINCIPAL POSITION  YEAR  SALARY     BONUS   STOCK OPTIONS COMPENSATION(1)
---------------------------  ---- ------------------- ------------- ---------------
                                                                                   
Robert C. Abbe..........     1997  $200,000  $187,946    50,000         $2,729     
 President and Chief         1996  $175,000  $175,000       --          $3,089     
  Executive Officer          1995  $143,850  $ 79,380       --          $2,160     

Mark D. Shooman.........     1997  $123,386  $ 30,704       --          $2,250     
 Vice President and          1996  $111,000  $  6,853    10,000         $2,325     
 Chief Financial Officer     1995  $100,833       --        --          $1,844     

Neil H. Golden(2).......     1997  $116,667  $ 90,404     5,000         $1,823     
 Vice President of Sales     1996  $121,950  $ 32,177     5,000         $1,432     
 and Support                 1995  $ 10,256  $  2,500    20,000            --      

Noel S. Poduje..........     1997  $108,990  $ 27,582       --          $2,792     
 Vice President of           1996  $101,000  $  3,502       --          $2,120     
 Strategic Technology        1995  $ 95,417       --     20,000         $1,292     
 Development                                                                       

William Ohm.............     1997  $ 87,291  $ 81,282    10,000         $2,687     
 Vice President and          1996  $ 85,833  $ 66,370       --          $2,050     
 General Manager of          1995  $ 84,583       --     20,000         $1,032     
 ADE Technologies, Inc.                                                            

Michael J.                                                                         
 Ellsworth(3)...........     1997  $153,125  $ 42,934       --          $2,591     
 Vice President and          1996  $165,000  $ 42,934       --          $2,329     
 Chief Operating Officer     1995  $150,000  $  5,799       --          $2,171     

--------                                                                        
(1) Represents matching contributions made by the Company on behalf of the      
Named Executive to the Company's 401(k) Plan.                           
(2) Mr. Golden joined the Company in March 1995.                                
(3) Mr. Ellsworth served as Chief Operating Officer until November 1996.        

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OPTION GRANTS IN THE LAST FISCAL YEAR                                           

The following table provides certain information with respect to granted to 
each of the Named Executives during the fiscal year ended April 30, 1997        
options under the Company's stock option plans.                                 

                                                        [Enlarge/Download Table]

                                                                         POTENTIAL REALIZABLE 
                                                                           VALUE AT ASSUMED   
                                                                            ANNUAL RATES OF   
                                                                              STOCK PRICE     
                                                                           APPRECIATION FOR   
                                        INDIVIDUAL GRANTS                   OPTION TERM(2)    
                         ----------------------------------------------- ---------------------
                         NUMBER OF                                                            
                         SECURITIES PERCENT OF TOTAL                                          
                         UNDERLYING OPTIONS GRANTED                                           
                          OPTIONS   TO EMPLOYEES IN  EXERCISE EXPIRATION                      
          NAME           GRANTED(1)   FISCAL YEAR     PRICE      DATE        5%        10%    
          ----           ---------- ---------------- -------- ---------- ---------- ----------
                                                                                              
Robert C. Abbe..........   50,000        23.64%      $ 9.375   09/18/06  $  295,313 $  745,313
Neil H. Golden..........    5,000         2.36%      $ 11.25   11/20/06  $   35,438 $   89,438
William Ohm.............   10,000         4.73%      $17.625   04/23/07  $  111,038 $  280,238
Mark D. Shooman.........      --           --            --         --          --         -- 
Noel S. Poduje..........      --           --            --         --          --         -- 
Michael J. Ellsworth....      --           --            --         --          --         -- 

--------                                                                        
(1) Options vest in equal annual increments over five years commencing on the   
date of grant.                                                          
(2) As required by rules of the Securities and Exchange Commission, potential   
values stated are on the prescribed assumption that the Company's Common
Stock will appreciate in value from the date of grant to the end of the 
option term at annualized rates of 5% and 10%. These hypothesized values
  are not intended to forecast possible appreciation in the Company's Common
Stock.                                                                  

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION      
VALUES                                                                          

The following table provides certain information with respect to option     
exercises by the Named Executives during the fiscal year ended April 30, 1997   
and the value of unexercised options held by the Named Executives at April 30,  
1997.                                                                           

                                                        [Enlarge/Download Table]

                                                                              VALUE OF UNEXERCISED   
                                                    NUMBER OF UNEXERCISED         IN-THE-MONEY       
                                                         OPTIONS AT                OPTIONS AT        
                                                       FISCAL YEAR-END           FISCAL YEAR-END     
                         SHARES ACQUIRED  VALUE   ------------------------- -------------------------
          NAME             ON EXERCISE   REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
          ----           --------------- -------- ----------- ------------- ----------- -------------
                                                                                                     
Robert C. Abbe..........        --            --       --         50,000          --     $  468,750  
Neil H. Golden..........        --            --     9,000        21,000     $118,600    $  225,400  
William H. Ohm..........        --            --    13,800        26,000     $199,425    $  241,650  
Mark D. Shooman.........     11,200      $135,840   33,600        31,200     $470,110    $  370,510  
Noel S. Poduje..........        --            --     8,000        12,000     $114,600    $  171,900  
Michael J. Ellsworth....     60,000      $594,414   31,916       108,000     $466,771    $1,579,500  

DIRECTOR COMPENSATION                                                           

The Company's non-employee directors are reimbursed for expenses and receive
$500 for each Board meeting attended. Directors are given the option to         
receive shares of the Company's Common stock in lieu of cash compensation.      

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REPORT ON EXECUTIVE COMPENSATION  

The Compensation Committee of the Board of Directors (the "Committee") is   
responsible for establishing and administering compensation policies for all    
executive officers of the Company, including the Chief Executive Officer, and   
for making specific recommendations regarding compensation for such executive   
officers to the full Board. The Committee is composed of Landon T. Clay,        
Francis B. Lothrop, Jr., and Kendall Wright, none of whom are officers or       
employees of the Company. ADE's Chief Executive Officer, Robert C. Abbe,        
participates in discussions with the Committee regarding the compensation       
levels of executive officers other than himself.                                

The Company provides its executive officers with a compensation package     
consisting of a base salary, annual incentive compensation in the form of a     
cash bonus and equity-based incentive compensation in the form of stock         
options. The overall objectives of the Company's compensation policies are (i)  
to establish base salaries which are competitive with those payable by          
companies with which ADE competes in the marketplace and for the recruitment    
of executives, (ii) to relate a significant part of the executive's             
compensation to his or hers and the Company's performance through cash bonuses  
based on the achievement of pre-established profitability and other operating   
targets and (iii) to align management's interests with those of the Company's   
stockholders through the use of stock options at percentage levels appropriate  
for executive positions within the Company.                                     

In setting compensation levels for fiscal 1997, the Committee conducted a   
review of data from two independent surveys, the 1996 American Electronics      
Association Executive Compensation Survey, which covered companies in the       
electronics industry, and the 1996 Executive Salary Surveys compiled by the     
Survey Group, which covered manufacturing companies from technical and          
nontechnical industry sectors (together, the "Independent Survey Data"). The    
Committee also reviewed the compensation paid to executive officers at a        
selected peer group of semiconductor equipment companies which (i) compete      
with ADE in the marketplace, (ii) are comparable to ADE in terms of workforce   
size, product offerings or revenues and (iii) compete with ADE for executive    
talent (the "Selected Peer Group Data") (the Independent Survey Data and the    
Selected Peer Group Data will be referred to together as the "Survey Data").    

The companies included in the Survey Data generally are not the same as     
those in the peer group index in the Stock Performance Graph included in this   
Proxy Statement. The peer group in the Stock Performance Graph comprises of     
diversified and specialized companies in the semiconductor industry which do    
not necessarily compete with the Company for executive talent. Accordingly,     
the Committee did not use those companies for its compensation analysis.        

BASE SALARIES                                                                   

Base salaries for fiscal 1997 for ADE's executive officers were set by the  
Committee based on the responsibilities of the position held and the            
experience and performance of the individual, and by reference to the           
information regarding competitive salaries contained in the Survey Data. The    
Committee reviewed the salaries of each of the executive officers of the        
Company, compensation practices at similar companies in the industry,           
individual and Company performance and individual responsibility levels and     
adjusted individual salaries for fiscal 1997 based on these factors.            

EXECUTIVE BONUSES                                                               

All of the Company's executive officers are eligible to receive annual cash 
bonuses. Bonuses awarded in fiscal 1997 were based on both objective and        
subjective factors. Bonuses for executive officers who were responsible for     
managing one of the Company's business units were based on achievement of the   
business unit's growth and profitability targets in the fiscal year. Bonuses    
for executive officers who were responsible for sales of the Company's          
products were based on the achievement of targeted order rates. All executive   
officers, including the Chief Executive Officer, as well as all other full-     
time, regular employees of the Company participated in the Company's bonus      
pool, the total amount of which is determined by a fixed percentage of pre-tax  
profit in excess of a threshold corresponding to a targeted rate of return on   
invested capital. Allocations under                                             

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the bonus pool were based on the subjective judgment of the Committee of the    
relative contributions to the Company's performance of various participating    
employee classes. No bonus is payable under the bonus pool unless the return    
on capital threshold is achieved.                                               

STOCK OPTIONS                                                                   

The Committee also is responsible for administration of the Company's stock 
option and stock purchase plans and the granting of rights thereunder. Stock    
option grants are based on the Committee's subjective evaluation of each        
executive officer's performance and contribution to the Company, the executive  
officer's position and responsibilities and the executive officer's attitude    
and role as a leader. The Committee also considers, but does not weigh as       
heavily, each executive officer's potential for greater contribution to ADE in  
the future and length of service with the Company. Finally the Committee        
considers the executive stock ownership levels reported by executives included  
in the Selected Peer Group Data. Generally, stock options are granted with an   
exercise price equal to the market price of the Common Stock on the date of     
grant and vest over five years. This approach is designed to act as an          
incentive for the creation of stockholder value and management stability over   
the long term, since the full benefit of the compensation package cannot be     
realized unless and until stock price appreciation occurs over a number of      
years. The Committee granted stock options to three executive officers during   
fiscal 1997.                                                                    

CHIEF EXECUTIVE OFFICER COMPENSATION                                            

Mr. Abbe's 1997 base salary of $200,000 represented an increase of          
approximately 14.3% over his 1996 salary. The Committee based the increase in   
the Chief Executive Officer's salary on compensation practices for chief        
executive officers in the industry as indicated by the Survey Data, the         
leadership demonstrated by Mr. Abbe in developing and implementing the          
Company's strategic vision and direction, and the resulting strong financial    
performance of the Company. Mr. Abbe also received a cash bonus in fiscal 1997  
of $187,946, as his share of the Company's bonus pool.                          

INTERNAL REVENUE CODE LIMITATION ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION     

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally     
disallows a tax deduction to public companies for compensation over $1 million  
paid during any year to the company's chief executive officer and four other    
most highly compensated executive officers. Qualified performance-based         
compensation is not included in the $1 million limit. The Committee believes    
that the Company's 1992, 1995 and 1997 Stock Option Plans qualify as            
performance based compensation plans.                                           

                                 Submitted by the Compensation
               Committee

                            Landon T. Clay, Chairman
                           Francis B. Lothrop, Jr.
                  Kendall Wright

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[CHART APPEARS HERE]  

TOTAL SHAREHOLDER RETURNS 
------------------------- 
(DIVIDENDS REINVESTED)  

                                                                [Download Table]

                                                             INDEXED RETURNS  
                                             BASE             MONTHS ENDING   
                                            PERIOD                            
COMPANY NAME/INDEX                         18 OCT 95       APR 96       APR 97
------------------------------------------------------------------------------
                                                                              
ADE CORP/MA                                   100.00       114.29       133.93
S&P SMALLCAP 600 INDEX                        100.00       115.19       119.52
EQUIPMENT (SEMICONDUCTOR)-SMALL CAP           100.00        83.41        92.46
NASDAQ STOCK MARKET (U.S.)                    100.00       115.00       121.00
HAMBRECHT & QUIST SEMICONDUCTORS              100.00        81.00       118.00

The Company believes that the S&P SmallCap 600 Index and the Equipment      
(Semiconductor)-SmallCap Index more closely reflect the stock performance of    
companies with comparable market capitalization and in similar industries,      
respectively, of the Company than do the Nasdaq Stock Market Index and the      
Hambrecht & Quist Semiconductor Index.                                          

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PROPOSAL 2  

APPROVAL OF THE 1997 EMPLOYEE STOCK OPTION PLAN 

On August 21, 1997, the Board of Directors adopted, subject to approval of  
the stockholders, the Company's 1997 Employee Stock Option Plan (the "Plan").   
The following is a general summary of the Plan, which is qualified in its       
entirety by reference to the Plan, a copy of which is attached as Appendix A.   

GENERAL                                                                         

In August 1997, the Board of Directors adopted, subject to stockholder      
approval, the Company's 1997 Employee Stock Option Plan (the "Plan"). Under     
the Plan, stock rights may be granted which are either (i) options intended to  
qualify as "incentive stock options" ("ISOs") under Section 422(b) of the       
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), (ii)   
non-qualified stock options ("NQSOs"), or (iii) awards of shares of Common      
Stock or the opportunity to make a direct purchase of shares of Common Stock    
("Stock Awards") (ISOs, NQSOs and Stock Awards, together, being hereinafter     
referred to as "Stock Rights"). Stock Rights may be granted under the Plan to   
employees (including officers and directors who are employees) of the Company   
and its subsidiaries (543 persons, as of August 21, 1997).                      

The number of shares of Common Stock subject to the Plan is 500,000 plus the
number of shares of Common Stock previously reserved for the granting of        
options under the Company's 1995 Stock Option Plan which are not granted under  
that plan or which are not exercised and cease to be outstanding by reason of   
cancellation or otherwise. As of August 21, 1997, 40,400 shares of Common       
Stock remained available for the granting of options under the 1995 Stock       
Option Plan and 737,516 shares of Common Stock were reserved for issuance       
under outstanding, unexercised options under all of the Company's plans. The    
number of shares subject to the Plan is subject to adjustment in the case of a  
stock split, stock dividend, combination, recapitalization or similar           
transaction. The full text of the Plan substantially in the form in which it    
will take effect if approved by the stockholders is set forth in Exhibit A. As  
of August 21, 1997, there were no Stock Rights outstanding under the Plan.      

DESCRIPTION OF PLAN                                                             

The Compensation Committee of the Board administers the Plan. Subject to the
provisions of the Plan, the Committee has the authority to determine the        
persons to whom Stock Rights will be granted, the number of shares to be        
covered by each Stock Right, the exercise price per share and the manner of     
exercise, and the terms and conditions upon which Stock Rights are granted, to  
accelerate the date of exercise of any installment of any Stock Right, and to   
interpret the provisions of the Plan.                                           

ISOs granted under the Plan may not be granted at a price less than the fair
market value of the Common Stock on the date of grant (or less than 110% of     
fair market value in the case of employees or officers holding 10% or more of   
the voting stock of the Company). NQSOs may be granted at an exercise price     
established by the Committee, which may not be less than the par value of the   
Common Stock. ISOs granted under the Plan must expire not more than ten years   
from the date of grant, and not more than five years from the date of grant in  
the case of ISOs granted to an employee or officer holding 10% or more of the   
voting stock of the Company. No participant may be granted options in any       
calendar year for the purchase of more than 75,000 shares. Stock Awards may be  
granted on such terms and conditions as are approved by the Committee,          
provided that the purchase price per share cannot be less than the par value    
per share of the Common Stock.                                                  

ISOs and, except as otherwise provided in the pertinent grant documents,    
NQSOs and Stock Awards granted under the Plan are exercisable during the        
optionholder's lifetime only by the optionholder and are not transferable       
except by will or 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 of 1974.                                

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In the event of certain consolidations or acquisitions or a sale of         
substantially all of the Company's assets, either (i) the Committee or the      
entity assuming the Company's obligations under the Plan shall make             
appropriate provision for the continuation of all outstanding options under     
the Plan by substituting on an equitable basis for the shares then subject to   
such options either the consideration payable with respect to the outstanding   
shares of Common Stock in connection with such consolidation, acquisition or    
sale or securities of any successor or acquiring company, or (ii) the vesting   
of all outstanding options under the Plan will be accelerated and such options  
will become fully exercisable immediately prior to such consolidation,          
acquisition or sale.                                                            

The Plan may be amended by the stockholders or by the Board of Directors or 
the Committee. Any amendment approved by the Board of Directors or the          
Committee which is of a scope that requires stockholder approval in order to    
ensure favorable federal income tax treatment for any ISOs or in order to       
ensure the compliance of the Plan with Section 162(m) of the Code will be       
subject to stockholder approval. No amendment may adversely affect the rights   
of any participant to whom Stock Rights have previously been granted without    
that participant's consent.                                                     

FEDERAL INCOME TAX CONSEQUENCES                                                 

The discussion of federal income tax consequences that follows is based on  
an analysis of the Internal Revenue Code as currently in effect, existing law,  
judicial decisions and administrative regulations and rulings, all of which     
are subject to change.                                                          

Incentive Stock Options (ISOs). No taxable income is realized by the        
optionholder upon the grant or exercise of an ISO under the Plan. If no         
disposition of shares issued to an optionholder pursuant to the exercise of an  
ISO is made by the optionholder within the later of (i) two years from the      
date of grant and (ii) one year after the transfer of such shares to the        
optionholder, then (a) upon sale of such shares, any amount realized in excess  
of the option price (the amount paid for the shares) will be taxed to the       
optionholder as a long-term or mid-term capital gain; and any loss sustained    
will be a long-term capital loss; and (b) no deduction will be allowed to the   
Company for federal income tax purposes. Shares held more than one year but     
not more than eighteen months will be taxed at the mid-term capital gain rate,  
currently 28%, and shares held more than eighteen months will be taxed at the   
long-term capital gain rate, currently 20%. The exercise of ISOs will give      
rise to an item of tax preference that may result in alternative minimum tax    
liability for the optionholder.                                                 

If shares of Common Stock acquired upon the exercise of an ISO are disposed 
of prior to the expiration of the two-year and one-year holding periods         
described above (a "disqualifying disposition"), generally (a) the              
optionholder will realize ordinary income in the year of disposition in an      
amount equal to the excess (if any) of the fair market value of the shares at   
exercise (or, if less, the amount realized on a sale of such shares) over the   
option price thereof, and (b) the Company will be entitled to deduct such       
amount subject to applicable withholding requirements and subject to certain    
limits on the deductibility of compensation set forth in Section 162(m) of the  
Internal Revenue Code. Any further gain realized will be taxed as capital gain  
(as set forth in the preceding paragraph) and will not result in any deduction  
by the Company. Special rules apply where all or a portion of the exercise      
price of the ISO is paid by tendering shares of Common Stock. A disqualifying   
disposition will eliminate the item of tax preference associated with the       
exercise of the ISO.                                                            

Non-Qualified Stock Options. No taxable income is realized by the           
optionholder at the time the NQSO is granted. Generally, (a) at exercise,       
ordinary income is realized by the optionholder in an amount equal to the       
difference between the option price and the fair market value of the shares on  
the date of exercise, and the Company receives a tax deduction for the same     
amount, subject to applicable withholding requirements and subject to certain   
limits on the deductibility of compensation set forth in Section 162(m) of the  
Internal Revenue Code, and (b) at disposition, appreciation or depreciation     
after the date of exercise is treated as either capital gain or loss, as set    
forth above under "Incentive Stock Options".                                    

Stock Awards. The grant of restricted stock should not result in income for 
the participant or in a deduction for the Company for federal income tax        
purposes if the shares are subject to certain restrictions and conditions       

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of forfeitability. A participant will generally realize taxable compensation    
income when the restrictions lapse. The amount of such income will be the       
value of the Common Stock on that date less any amount paid by the              
participant. Dividends paid on the Common Stock and received by the             
participant, prior to the lapse of restrictions, will also be taxable           
compensation income to the participant. If there are no such restrictions, the  
participant will recognize compensation income equal to the fair market value   
upon receipt, less the amount of the purchase price paid by the participant.    
In all cases, the Company will be entitled to a tax deduction to the extent     
that, and at the time that, the participant realizes compensation income.       
Payroll tax withholding will be required.                                       

Limitations on Company Deductions. As a result of Section 162(m) of the     
Code, the Company's deduction for NQSOs and Stock Awards granted under the      
Plan may be limited to the extent that a "covered employee" (i.e., the chief    
executive officer or one of the four highest compensated officers who is        
employed on the last day of the Company's taxable year and whose compensation   
is reported in the summary compensation table in the Company's proxy            
statement) receives compensation in excess of $1,000,000 in such taxable year   
of the Company. Excluded from this limitation of deductibility is performance-  
based compensation that meets specified requirements of Section 162(m) of the   
Code.                                                                           

NEW PLAN BENEFITS                                                               

The number of shares or options, if any, that will be granted to executive  
officers and other employees under the Plan cannot be determined, since any     
such grants are subject to the discretion of the Committee.                     

BOARD RECOMMENDATION                                                            

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1997 STOCK 
OPTION PLAN AS DESCRIBED ABOVE. A MAJORITY OF THE VOTES CAST IN PERSON OR BY    
PROXY AT THE MEETING IS REQUIRED FOR SUCH APPROVAL.                             

PROPOSAL 3  

APPROVAL OF INDEPENDENT ACCOUNTANTS 

The Board of Directors has appointed Price Waterhouse LLP as the Company's  
independent accountants for the 1998 fiscal year. Price Waterhouse LLP has      
served as the Company's independent accountants since 1973. Representatives of  
Price Waterhouse LLP will be present at the Meeting to respond to questions     
and will be given the opportunity to make a statement should they desire to do  
so.                                                                             

BOARD RECOMMENDATION                                                            

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF
THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT            
ACCOUNTANTS FOR THE CURRENT FISCAL YEAR. A MAJORITY OF THE VOTES CAST IN        
PERSON OR BY PROXY AT THE MEETING IS REQUIRED FOR SUCH APPROVAL. IF THE         
APPOINTMENT IS NOT SO APPROVED, THE BOARD WILL SELECT OTHER INDEPENDENT         
ACCOUNTANTS.                                                                    

STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING 

In order to be considered for inclusion in the Proxy Statement for the      
Company's 1998 Annual Meeting of Stockholders, stockholder proposals must be    
received by the Company no later than May 6, 1998. Proposals should be sent to  
the attention of the Clerk at the Company's offices at 80 Wilson Way,           
Westwood, MA 02090.                                                             

Stockholder nominations for election to the Board at the 1998 Annual Meeting
of Stockholders may be submitted to the Company and must include (i) the name   
and address of the stockholder who intends to make                              

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the nomination and of the person or persons to be nominated; (ii) a             
representation that the stockholder is a holder of record of stock of the       
Company entitled to vote at such meeting and intends to appear in person or by  
proxy at the meeting to nominate the person or persons specified in the         
notice; (iii) a description of all arrangements or understandings between the   
stockholder and each nominee and any other person or persons (naming such       
person or persons) pursuant to which the nomination or nominations are to be    
made by the stockholder; (iv) such other information regarding each nominee     
proposed by such stockholder as would be required to be included in a proxy     
statement filed pursuant to the proxy rules of the Commission; and (v) the      
consent of each nominee to serve as a director of the Company if so elected.    

OTHER MATTERS 

The Meeting is called for the purposes set forth in the notice. The Board of
Directors does not know of any matter for action by the stockholders at the     
Meeting other than the matters described in the notice. However, the enclosed   
proxy confers discretionary authority on the persons named therein with         
respect to matters which are not known to the directors at the date of          
printing hereof and which may properly come before the Meeting. It is the       
intention of the persons named in the proxy to vote in accordance with their    
best judgment on any such matter.                                               

                                      By order of the Board of Directors

                          Willard G. McGraw, Jr.
         Clerk

September [ ], 1997                                                             

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                                                                    APPENDIX A

ADE CORPORATION 

1997 EMPLOYEE STOCK OPTION PLAN 

1. PURPOSES OF THE PLAN                                                         

The ADE Corporation 1997 Employee Stock Option Plan is intended to encourage
ownership of shares of Common Stock of ADE Corporation (the "Company") by key   
employees of the Company in order to attract such persons, to induce them to    
work for the benefit of the Company or of an Affiliate, and to provide          
additional incentive for them to promote the success of the Company or of an    
Affiliate.                                                                      

2. DEFINITIONS                                                                  

Unless otherwise specified or unless the context otherwise requires, the    
following terms, as used in the Plan, have the following meanings:              

Affiliate means a corporation which, for purposes of Section 424 of the     
Code, is a parent or subsidiary of the Company, direct or indirect.             

Board of Directors means the Board of Directors of the Company.             

Code means the United States Internal Revenue Code of 1986, as amended.     

Committee means the Compensation Committee of the Board of Directors or any 
successor thereto appointed by the Board of Directors pursuant to Section 4     
hereof to administer this Plan, or in the absence of any such Committee, means  
the full Board of Directors.                                                    

Common Stock means shares of the Company's common stock, $.0l par value.    

Company means ADE Corporation, a Massachusetts corporation.                 

Disability or Disabled means permanent and total disability as defined in   
Section 22(e)(3) of the Code.                                                   

Exchange Act means the Securities Exchange Act of 1934, as amended.         

Fair Market Value of a Share of Common Stock on a particular date shall be  
the mean between the highest and lowest quoted selling prices on such date      
(the "valuation date") on the securities market where the Common Stock of the   
Company is traded, or if there were no sales on the valuation date, on the      
next preceding date within a reasonable period (as determined in the sole       
discretion of the Committee) on which there were sales. In the event that       
there were no sales in such a market within a reasonable period, or in the      
event the Common Stock of the Company is not traded on any securities market,   
the Fair Market Value shall be as determined in good faith by the Committee in  
its sole discretion.                                                            

ISO means an option intended to qualify as an incentive stock option under  
Code Section 422.                                                               

Key Employee means an employee of the Company or of an Affiliate (including,
without limitation, an employee who is also serving as an officer or director   
of the Company or of an Affiliate), designated by the Committee to be eligible  
to be granted one or more Stock Rights under the Plan.                          

NQSO means an option which is not intended to qualify as an ISO.            

Option means an ISO or NQSO granted under the Plan.                         

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Participant means a Key Employee to whom one or more Stock Rights are       
granted under the Plan. As used herein, "Participant" shall include             
"Participant's Survivors" and a Participant's permitted transferees where the   
context requires.                                                               

Participant's Survivors means a deceased Participant's legal representatives
and/or any person or persons who acquires the Participant's rights to a Stock   
Right by will or by the laws of descent or distribution.                        

Plan means this ADE Corporation 1997 Employee Stock Option Plan, as amended 
from time to time.                                                              

Shares means shares of the Common Stock as to which Stock Rights have been  
or may be granted under the Plan or any shares of capital stock into which the  
Shares are changed or for which they are exchanged within the provisions of     
Section 3 of the Plan. The Shares issued upon exercise of Stock Rights granted  
under the Plan may be authorized and unissued shares or shares held by the      
Company in its treasury, or both.                                               

Stock Agreement means an agreement between the Company and a Participant    
executed and delivered pursuant to the Plan, in such form as the Committee      
shall approve.                                                                  

Stock Award means an award of Shares or the opportunity to make a direct    
purchase of Shares of the Company granted under the Plan.                       

Stock Right means a right to Shares of the Company granted pursuant to the  
Plan as an ISO, an NQSO, or a Stock Award.                                      

3. SHARES SUBJECT TO THE PLAN                                                   

The number of Shares subject to the Plan as to which Stock Rights may be    
granted from time to time shall be 500,000, plus the number of shares of        
Common Stock previously reserved for the granting of options under the          
Company's 1995 Stock Option Plan which are not granted under that plan or       
which are not exercised and cease to be outstanding by reason of cancellation   
or otherwise, or the equivalent of such number of Shares after the Committee,   
in its sole discretion, has interpreted the effect of any stock split, stock    
dividend, combination, recapitalization, or similar transaction in accordance   
with Section 16 of the Plan.                                                    

If an Option granted hereunder ceases to be "outstanding", in whole or in   
part, the Shares which were subject to such Option shall also be available for  
the granting of other Stock Rights under the Plan. Any Stock Right shall be     
treated as "outstanding" until such Stock Right is exercised in full or         
terminates or expires under the provisions of the Plan, or by agreement of the  
parties to the pertinent Stock Agreement, without having been exercised in      
full.                                                                           

4. ADMINISTRATION OF THE PLAN                                                   

The Plan shall be administered by the Committee. The Committee shall be     
comprised of two or more members of the Board of Directors, all of whom shall   
be Non-employee Directors as defined in Rule 16b-3 under the Exchange Act and   
"outside directors" as that term is used in Section 162 of the Code and the     
regulations promulgated thereunder, or the entire Board of Directors acting as  
such a committee. Any provision in this Plan with respect to the Committee      
contrary to Rule 16b-3 or Code Section 162 shall be deemed null and void to     
the extent permitted by law and deemed appropriate by the Committee.            

Subject to the provisions of the Plan, the Committee is authorized to:      

(a) Interpret the provisions of the Plan or of any Option, Stock Award, 
or Stock Agreement and to make all rules and determinations which it deems  
necessary or advisable for the administration of the Plan;                  

(b) Determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees shall be granted 
Stock Rights;                                                               

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(c) Determine the number of Shares and exercise price for which a Stock 
Right or Stock Rights shall be granted;                                     

(d) Specify the terms and conditions upon which a Stock Right or Stock  
Rights may be granted; and                                                  

 (e) In its discretion, accelerate the date of exercise of any installment
of any Stock Right; provided that the Committee shall not, without the      
consent of the Participant, accelerate the exercise date of any installment 
of any Option granted to such Participant as an ISO (and not previously     
converted into an NQSO pursuant to Section 18) if such acceleration would   
violate the annual vesting limitation contained in Section 422(d) of the    
Code, as described in paragraph (b)(3) of Section 6;                        

provided, however, that all such interpretations, rules, determinations,        
terms, and conditions shall be made and prescribed in the context of            
preserving the tax status under Code Section 422 of those Options which are     
designated as ISOs and shall be in compliance with any applicable provisions    
of Rule 16b-3 under the Exchange Act. Subject to the foregoing, the             
interpretation and construction by the Committee of any provisions of the Plan  
or of any Stock Right granted under it shall be final, unless otherwise         
determined by the Board of Directors, if the Committee is other than the Board  
of Directors.                                                                   

The Committee may employ attorneys, consultants, accountants, or other      
persons, and the Committee, the Company, and its officers and directors shall   
be entitled to rely upon the advice, opinions, or valuations of such persons.   
All actions taken and all interpretations and determinations made by the        
Committee in good faith shall be final and binding upon the Company, all        
Participants, and all other interested persons. No member or agent of the       
Committee shall be personally liable for any action, determination, or          
interpretation made in good faith with respect to the Plan or grants            
hereunder. Each member of the Committee shall be indemnified and held harmless  
by the Company against any cost or expense (including counsel fees) reasonably  
incurred by him or liability (including any sum paid in settlement of a claim   
with the approval of the Company) arising out of any act or omission to act in  
connection with the Plan unless arising out of such member's own fraud or bad   
faith. Such indemnification shall be in addition to any rights of               
indemnification the members of the Committee may have as directors or           
otherwise under the by-laws of the Company, or any agreement, vote of           
stockholders, or disinterested directors, or otherwise.                         

5. ELIGIBILITY FOR PARTICIPATION                                                

The Committee shall, in its sole discretion, name the Participants in the   
Plan, provided, however, that each Participant must be a Key Employee of the    
Company or of an Affiliate at the time a Stock Right is granted.                
Notwithstanding the foregoing, the Committee may authorize the grant of a       
Stock Right to a person not then an employee of the Company or of an            
Affiliate; provided, however, that the actual grant of such Stock Right shall   
be conditioned upon such person becoming eligible to become a Participant at    
or prior to the time of execution of the Stock Agreement evidencing such Stock  
Right. The granting of any Stock Right to any individual shall neither entitle  
that individual to, nor disqualify him or her from, participation in other      
grants of Stock Rights.                                                         

6. TERMS AND CONDITIONS OF OPTIONS                                              

(a) General. Each Option shall be set forth in writing in a Stock Agreement,
duly executed by the Company and, to the extent required by law or requested    
by the Company, by the Participant. The Committee may provide that Options be   
granted subject to such conditions as the Committee may deem appropriate,       
including, without limitation, subsequent approval by the shareholders of the   
Company of this Plan or any amendments thereto; provided, however, that the     
option price per share of the Shares covered by each Option shall not be less   
than the par value per share of the Common Stock. Each Stock Agreement shall    
state the number of Shares to which it pertains, the date or dates on which it  
first is exercisable, and the date after which it may no longer be exercised.   
Option rights may accrue or become exercisable in installments over a period    
of time, or upon the achievement of certain conditions or the attainment of     
stated goals or events. Exercise of any Option may be conditioned upon the      
Participant's execution of a Share purchase agreement in form satisfactory to   
the Committee providing for certain protections for the Company and its other   
shareholders, including requirements                                            

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that the Participant's or the Participant's Survivors' right to sell or         
transfer the Shares may be restricted, and the Participant or the               
Participant's Survivors may be required to execute letters of investment        
intent and to acknowledge that the Shares will bear legends noting any          
applicable restrictions.                                                        

(b) ISOS. In addition to the minimum standards set forth in paragraph (a) of
this Section 6, ISOs shall be subject to the following terms and conditions,    
with such additional restrictions or changes as the Committee determines are    
appropriate but not in conflict with Code Section 422 and relevant regulations  
and rulings of the Internal Revenue Service:                                    

 (1) ISO Option Price: The Option price per Share of the Shares subject to
an ISO shall not be less than one hundred percent (100%) of the Fair Market 
Value per share of the Common Stock on the date of grant of the ISO;        
provided, however that the Option price per share of the Shares subject to  
an ISO granted to a Participant who owns, directly or by reason of the      
applicable attribution rules in Code Section 424(d), more than ten percent  
(10%) of the total combined voting power of all classes of share capital of 
the Company or an Affiliate shall not be less than one hundred ten percent  
(110%) of the said Fair Market Value on the date of grant.                  

(2) Term of ISO: Each ISO shall expire not more than ten (10) years from
the date of grant; provided, however, that an ISO granted to a Participant  
who owns, directly or by reason of the applicable attribution rules in Code 
Section 424(d), more than ten percent (10%) of the total combined voting    
power of all classes of share capital of the Company or an Affiliate, shall 
expire not more than five (5) years from the date of grant.                 

(3) Limitation on Yearly ISO Exercisability: The aggregate Fair Market  
Value (determined at the time each ISO is granted) of the stock with        
respect to which ISOs are exercisable for the first time by a Participant   
in any calendar year (under this or any other ISO plan of the Company or an 
Affiliate) shall not exceed the maximum amount allowable under Section 422  
of the Code.                                                                

(4) Limitation on Grant of ISOS: No ISOs shall be granted after August  
20, 2007, the date which is ten (10) years from the date of the approval of 
the Plan by the Board of Directors.                                         

(c) Limitation on Number of Options Granted. Notwithstanding anything in the
Plan to the contrary, no Participant shall be granted Options in any calendar   
year for the purchase of more than 75,000 Shares.                               

7. TERMS AND CONDITIONS OF STOCK AWARDS                                         

Each Stock Award shall be set forth in a Stock Agreement, duly executed by  
the Company and, to the extent required by law or requested by the Company, by  
the Participant. The Stock Agreement shall be in the form approved by the       
Committee, with such changes and modifications to such form as the Committee,   
in its discretion, shall approve with respect to any particular Participant or  
Participants. The Stock Agreement shall contain terms and conditions which the  
Committee determines to be appropriate and in the best interest of the          
Company; provided, however, that the purchase price per share of the Shares     
covered by each Stock Award shall not be less than the par value per Share.     
Each Stock Agreement shall state the number of Shares to which the Stock Award  
pertains, the date prior to which the Stock Award must be exercised by the      
Participant, and the terms of any right of the Company to reacquire the Shares  
subject to the Stock Award, including the time and events upon which such       
rights shall accrue and the purchase price therefor, and any restrictions on    
the transferability of such Shares.                                             

8. EXERCISE OF STOCK RIGHTS AND ISSUANCE OF SHARES                              

A Stock Right (or any part or installment thereof) shall be exercised by    
giving written notice to the Company, together with provision for payment of    
the full purchase price in accordance with this Section for the Shares as to    
which such Stock Right is being exercised, and upon compliance with any other   
conditions set forth in the Stock Agreement. Such written notice shall be       
signed by the person exercising the Stock Right, shall state the number of      
Shares with respect to which the Stock Right is being exercised, and shall      
contain any representation required by the Plan or the Stock Agreement.         

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Payment of the purchase price for the Shares as to which such Stock Right is
being exercised shall be made (i) in United States dollars in cash or by        
check, (ii) through delivery of shares of Common Stock already owned by the     
Participant not subject to any restriction under any plan and having a Fair     
Market Value equal as of the date of exercise to the cash exercise price of     
the Stock Right, (iii) at the discretion of the Committee, by any other means,  
including a promissory note of the Participant, which the Committee determines  
to be consistent with the purpose of this Plan and applicable law, (iv) at the  
discretion of the Committee, in accordance with a cashless exercise program     
established with a securities brokerage firm and approved by the Committee, or  
(v) at the discretion of the Committee, by any combination of (i), (ii),        
(iii), and (iv) above. Notwithstanding the foregoing, the Committee shall       
accept only such payment on exercise of an ISO as is permitted by Section 422   
of the Code.                                                                    

The Company shall reasonably promptly deliver the Shares as to which such   
Stock Right was exercised to the Participant (or to the Participant's           
Survivors, as the case may be). In determining what constitutes "reasonably     
promptly," it is expressly understood that the delivery of the Shares may be    
delayed by the Company in order to comply with any law or regulation which      
requires the Company to take any action with respect to the Shares prior to     
their issuance. The Shares shall, upon delivery, be fully paid, non-assessable  
Shares.                                                                         

9. RIGHTS AS A SHAREHOLDER                                                      

No Participant to whom a Stock Right has been granted shall have rights as a
shareholder with respect to any Shares covered by such Stock Right, except      
after due exercise thereof and tender of the full purchase price for the        
Shares being purchased pursuant to such exercise and registration of the        
Shares in the Company's share register in the name of the Participant.          

10. ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS                           

ISOs and, except as otherwise provided in the pertinent Stock Agreement,    
NQSOs and Stock Awards shall not be transferable by the Participant other than  
by will or by 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 of 1974 or the rules thereunder; provided,       
however, that the designation of a beneficiary of a Stock Right by a            
Participant shall not be deemed a transfer prohibited by this Section. Except   
as provided in the preceding sentence or as otherwise permitted under an NQSO   
or Stock Award Stock Agreement, a Stock Right shall be exercisable, during the  
Participant's lifetime, only by such Participant (or by his or her legal        
representative) and shall not be assigned, pledged, or hypothecated in any way  
(whether by operation of law or otherwise) and shall not be subject to          
execution, attachment, or similar process. Any attempted transfer, assignment,  
pledge, hypothecation, or other disposition of any Stock Right or of any        
rights granted thereunder contrary to the provisions of this Plan, or the levy  
of any attachment or similar process upon a Stock Right, shall be null and      
void.                                                                           

11. EFFECT OF TERMINATION OF SERVICE                                            

(a) Except as otherwise provided in the pertinent Stock Agreement or as     
otherwise provided in Section 12, 13, or 14, if a Participant ceases to be an   
employee of the Company and its Affiliates (a "Termination of Service") for     
any reason other than termination "for cause", Disability, or death before the  
Participant has exercised all Stock Rights, the Participant may exercise any    
Stock Right granted to him or her to the extent that the Stock Right is         
exercisable on the date of such Termination of Service, but only within a       
period of not more than three (3) months after the date of the Participant's    
Termination of Service or, if earlier, within the originally prescribed term    
of the Stock Right. Notwithstanding the foregoing, except as provided in        
Section 13, in no event may an ISO be exercised later than three (3) months     
after the Participant's termination of employment with the Company and its      
Affiliates.                                                                     

(b) The provisions of this Section, and not the provisions of Section 13 or 
14, shall apply to a Participant who subsequently becomes disabled or dies      
after the Termination of Service; provided, however, that in the case           

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of a Participant's death within three (3) months after the Termination of       
Service, the Participant's Survivors may exercise the Stock Right within one    
(1) year after the date of the Participant's death, but in no event after the   
date of expiration of the term of the Stock Right.                              

(c) Notwithstanding anything herein to the contrary, if subsequent to a     
Participant's Termination of Service, but prior to the exercise of a Stock      
Right, the Committee determines that, either prior or subsequent to the         
Participant's Termination of Service, the Participant engaged in conduct which  
would constitute "cause" (as defined in Section 12), then such Participant      
shall forthwith cease to have any right to exercise any Stock Right.            

(d) Absence from work with the Company or an Affiliate because of temporary 
disability (any disability other than a permanent and total Disability as       
defined in Section 2 hereof), or a leave of absence for any purpose, shall      
not, during the period of any such absence, be deemed, by virtue of such        
absence alone, a Termination of Service, except as the Committee may otherwise  
expressly provide.                                                              

(e) A change of employment or other service within or among the Company and 
its Affiliates shall not be deemed a Termination of Service, so long as the     
Participant continues to be an employee of the Company or any Affiliate;        
provided, however, that if a Participant's employment with the Company or an    
Affiliate should cease (other than to become an employee of another Affiliate   
or of the Company), then paragraph (a) of this Section 11 shall apply as to     
any ISOs granted to such Participant.                                           

12. EFFECT OF TERMINATION OF SERVICE FOR "CAUSE"                                

Except as otherwise provided in the pertinent Stock Agreement, in the event 
of a Termination of Service of a Participant "for cause," all outstanding and   
unexercised Stock Rights as of the date the Participant is notified his or her  
service is terminated "for cause" will immediately be forfeited. For purposes   
of this Section 12, "cause" shall include (and is not limited to) dishonesty    
with respect to the Company and its Affiliates, insubordination, substantial    
malfeasance or nonfeasance of duty, unauthorized disclosure of confidential     
information, conduct substantially prejudicial to the business of the Company   
or any Affiliate, and termination by the Participant in violation of an         
agreement by the Participant to remain in the employ of the Company of an       
Affiliate. The determination of the Committee as to the existence of cause      
will be conclusive on the Participant and the Company. "Cause" is not limited   
to events which have occurred prior to a Participant's Termination of Service,  
nor is it necessary that the Committee's finding of "cause" occur prior to      
termination. If the Committee determines, subsequent to a Participant's         
Termination of Service but prior to the exercise of a Stock Right, that either  
prior or subsequent to the Participant's termination the Participant engaged    
in conduct which would constitute "cause," then the right to exercise any       
Stock Right shall be forfeited. Any definition in an agreement between a        
Participant and the Company or an Affiliate which contains a conflicting        
definition of "cause" for termination and which is in effect at the time of     
such termination shall supersede the definition in this Plan with respect to    
that Participant.                                                               

13. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY                             

Except as otherwise provided in the pertinent Stock Agreement, in the event 
of a Termination of Service by reason of Disability, the Disabled Participant   
may exercise any Stock Right granted to him or her to the extent exercisable    
but not exercised on the date of Disability. A Disabled Participant may         
exercise such rights only within a period of not more than one (1) year after   
the date that the Participant became Disabled or, if earlier, within the        
originally prescribed term of the Stock Right.                                  

The Committee shall make the determination both of whether Disability has   
occurred and the date of its occurrence (unless a procedure for such            
determination is set forth in another agreement between the Company and such    
Participant, in which case such procedure shall be used for such                
determination). If requested, the Participant shall be examined by a physician  
selected or approved by the Committee, the cost of which examination shall be   
paid for by the Company.                                                        

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14. EFFECT OF DEATH WHILE AN EMPLOYEE                                           

Except as otherwise provided in the pertinent Stock Agreement, in the event 
of death of a Participant while the Participant is an employee of the Company   
or of an Affiliate, any Stock Rights granted to such Participant may be         
exercised by the Participant's Survivors to the extent exercisable but not      
exercised on the date of death. Any such Stock Right must be exercised within   
one (1) year after the date of death of the Participant.                        

15. PURCHASE FOR INVESTMENT                                                     

Unless the offering and sale of the Shares to be issued upon the particular 
exercise of a Stock Right shall have been effectively registered under the      
Securities Act of 1933, as now in force or hereafter amended (the "Securities   
Act"), the Company shall be under no obligation to issue the Shares covered by  
such exercise unless and until the following conditions have been fulfilled:    

(a) The person who exercises such Stock Right shall warrant to the      
Company, at the time of such exercise or receipt, as the case may be, that  
such person is acquiring such Shares for his own account for investment and 
not with a view to, or for sale in connection with, the distribution of any 
such Shares, in which event the person acquiring such Shares shall be bound 
by the provisions of the following legend which shall be endorsed upon the  
certificate evidencing the Shares issued pursuant to such exercise or such  
grant:                                                                      

"The shares represented by this certificate have been taken for         
investment and they may not be sold or otherwise transferred by any     
person, including a pledgee, unless (1) either (a) a Registration       
Statement with respect to such shares shall be effective under the      
Securities Act of 1933, as amended, or (b) the Company shall have       
received an opinion of counsel satisfactory to it that an exemption     
from registration under such Act is then available, and (2) there shall 
have been compliance with all applicable state securities laws."        

(b) The Company shall have received an opinion of its counsel that the  
Shares may be issued upon such particular exercise in compliance with the   
Securities Act without registration thereunder.                             

The Company may delay issuance of the Shares until completion of any action 
or obtaining of any consent which the Company deems necessary under any         
applicable law (including, without limitation, state securities or "blue sky"   
laws).                                                                          

16. ADJUSTMENTS                                                                 

Upon the occurrence of any of the following events, a Participant's rights  
with respect to any Stock Right granted to him or her hereunder which have not  
previously been exercised in full shall be adjusted as hereinafter provided,    
unless otherwise specifically provided in the written agreement between the     
Participant and the Company relating to such Stock Right or in any employment   
agreement between a Participant and the Company or an Affiliate:                

(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 such Stock Right 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) Mergers or Consolidations. If the Company is to be consolidated with or 
acquired by another entity in a merger, or in the event of a sale of all or     
substantially all of the Company's assets (an "Acquisition"), the Company may   
take such action with respect to outstanding Stock Rights as the Committee or   
the Board of Directors may deem to be equitable and in the best interests of    
the Company and its stockholders under the circumstances, including, without    
limitation, (i) giving the Participant reasonable advance notice of the         
pendency                                                                        

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of the Acquisition and accelerating the vesting of the Stock Rights so that     
they become exercisable in full immediately prior to the Acquisition, (ii)      
making appropriate provision for the continuation of the Stock Rights by        
substituting on an equitable basis for the shares then subject to the Options   
either the consideration payable with respect to the outstanding shares of      
Common Stock in connection with the Acquisition or securities of any successor  
or acquiring entity, or (iii) giving the Participant reasonable advance notice  
of the pendency of the Acquisition and canceling the Stock Rights effective     
upon the Acquisition if they are not exercised prior to the Acquisition.        

(c) Recapitalization or Reorganization. In the event of a recapitalization  
or reorganization of the Company (other than a transaction described in         
paragraph (b) of this Section 16) pursuant to which securities of the Company   
or of another corporation are issued with respect to the outstanding shares of  
Common Stock, a Participant upon exercising a Stock Right shall be entitled to  
receive for the purchase price paid upon such exercise the securities he or     
she would have received if he or she had exercised such Stock Right prior to    
such recapitalization or reorganization.                                        

(d) Modification of ISOS. Notwithstanding the foregoing, any adjustments    
made pursuant to paragraph (a), (b), or (c) of this Section 16 with respect to  
ISOs shall be made only after the Committee determines whether such             
adjustments would constitute a "modification" of such ISOs (as that term is     
defined in Section 424(h) of the Code) or would cause any adverse tax           
consequences for the holders of such ISOs. If the Committee determines that     
such adjustments made with respect to ISOs would constitute a modification of   
such ISOS, it may refrain from making such adjustments, unless the holder of    
an ISO specifically requests in writing that such adjustment be made and such   
writing indicates that the holder has full knowledge of the consequences of     
such "modification" on his or her income tax treatment with respect to the      
ISO.                                                                            

17. FRACTIONAL SHARES                                                           

No fractional share shall be issued under the Plan, and the person          
exercising any Stock Right shall receive from the Company cash in lieu of any   
such fractional share equal to the Fair Market Value thereof determined in      
good faith by the Board of Directors of the Company.                            

18. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS          

Any Options granted under this Plan which do not meet the requirements of   
the Code for ISOs shall automatically be deemed to be NQSOs without further     
action on the part of the Committee. The Committee, at the written request of   
any Participant, may in its discretion take such actions as may be necessary    
to convert such Participant's ISOs (or any portion thereof) that have not been  
exercised on the date of conversion into NQSOs at any time prior to the         
expiration of such ISOS, regardless of whether the Participant is an employee   
of the Company or an Affiliate at the time of such conversion. Such actions     
may include, but not be limited to, extending the exercise period or reducing   
the exercise price of the appropriate installments of such Options. At the      
time of such conversion, the Committee (with the consent of the Participant)    
may impose such conditions on the exercise of the resulting NQSOs as the        
Committee in its discretion may determine, provided that such conditions shall  
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to      
give any Participant the right to have such Participant's ISOs converted into   
NQSOs, and no such conversion shall occur until and unless the Committee takes  
appropriate action. The Committee, with the consent of the Participant, may     
also terminate any portion of any ISO that has not been exercised at the time   
of such termination.                                                            

19. WITHHOLDING                                                                 

In the event that any federal, state, or local income taxes, employment     
taxes, Federal Insurance Contributions Act ("FICA") withholdings, or other      
amounts are required by applicable law or governmental regulation to be         
withheld from the Participant's salary, wages, or other remuneration in         
connection with the exercise of a Stock Right or a Disqualifying Disposition    
(as defined in Section 20), the Participant shall advance in cash to the        
Company, or to any Affiliate of the Company which employs or employed the       
Participant, the                                                                

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amount of such withholdings unless a different withholding arrangement,         
including the use of shares of the Company's Common Stock, is authorized by     
the Committee (and permitted by law); provided, however, that with respect to   
persons subject to Section 16 of the Exchange Act, any such withholding         
arrangement shall be in compliance with any applicable provisions of Rule 16b-  
3 promulgated under Section 16 of the Exchange Act. For purposes hereof, the    
Fair Market Value of any shares withheld for purposes of payroll withholding    
shall be determined in the manner provided in Section 2 hereof, as of the most  
recent practicable date prior to the date of exercise. If the Fair Market       
Value of the shares withheld is less than the amount of payroll withholdings    
required, the Participant may be required to advance the difference in cash to  
the Company or the Affiliate employer. The Committee in its discretion may      
condition the exercise of an Option for less than the then Fair Market Value    
on the Participant's payment of such additional withholding.                    

20. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION                              

Each Key Employee who receives an ISO must agree to notify the Company in   
writing immediately after the Key Employee makes a Disqualifying Disposition    
of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying      
Disposition is any disposition (including any sale) of such shares before the   
later of (a) two years after the date the Key Employee was granted the ISO, or  
(b) one year after the date the Key Employee acquired Shares by exercising the  
ISO. If the Key Employee has died before such Shares are sold, these holding    
period requirements do not apply and no Disqualifying Disposition can occur     
thereafter.                                                                     

21. EFFECTIVE DATE; TERMINATION OF THE PLAN                                     

The Plan shall be effective on August 21, 1997, the date it is approved by  
the Board of Directors. Stock Rights may be granted under the Plan on and       
after its effective date; provided, however, that any such Stock Rights shall   
be null and void if the Plan is not approved by the stockholders of the         
Company within twelve (12) months after the effective date. The Plan will       
terminate on August 20, 2007, the date which is ten (10) years from the date    
of its approval by the Board of Directors. The Plan may be terminated at an     
earlier date by vote of the stockholders of the Company; provided, however,     
that any such earlier termination will not affect any Stock Rights granted or   
Stock Agreements executed prior to the effective date of such termination.      

22. AMENDMENT OF THE PLAN                                                       

The Plan may be amended by the stockholders of the Company. The Plan may    
also be amended by the Board of Directors or the Committee, including, without  
limitation, to the extent necessary to qualify any or all outstanding Stock     
Rights granted under the Plan or Stock Rights to be granted under the Plan for  
favorable federal income tax treatment (including deferral of taxation upon     
exercise) as may be afforded incentive stock options under Section 422 of the   
Code, to the extent necessary to ensure the qualification of the Plan under     
Rule 16b-3 under the Exchange Act, and to the extent necessary to qualify the   
shares issuable upon exercise of any outstanding Stock Rights granted, or       
Stock Rights to be granted, under the Plan for listing on any national          
securities exchange or quotation in any national automated quotation system of  
securities dealers. Any amendment approved by the Board of Directors or the     
Committee which is of a scope that requires stockholder approval in order to    
ensure favorable federal income tax treatment for any ISOs or requires          
stockholder approval in order to ensure the compliance of the Plan with Rule    
16b-3 or Section 162(m) of the Code shall be subject to obtaining such          
stockholder approval. No modification or amendment of the Plan shall adversely  
affect any rights under a Stock Right previously granted to a Participant       
without such Participant's consent.                                             

In its discretion, the Committee may amend any term or condition of any     
outstanding Stock Right, provided (i) such term or condition as amended is      
permitted by the Plan, (ii) if the amendment is adverse to the Participant,     
such amendment shall be made only with the consent of the Participant, (iii)    
any such amendment of any ISO shall be made only after the Committee            
determines whether such amendment would constitute a "modification" of any      
Stock Right which is an ISO (as that term is defined in Section 424(h) of the   
Code) or would cause any adverse tax consequences for the holder of such ISO,   
and (iv) with respect to any Stock Right held by any                            

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Participant who is subject to the provisions of Section 16(a) of the 1934 Act,  
any such amendment shall be made only after the Committee determines whether    
such amendment would constitute the grant of a new Stock Right.                 

23. EMPLOYMENT OR OTHER RELATIONSHIP                                            

Nothing in the Plan or any Stock Agreement shall be deemed to prevent the   
Company or an Affiliate from terminating the employment status of a             
Participant, nor to prevent a Participant from terminating his or her own       
employment, or to give any Participant a right to be retained in employment or  
other service by the Company or any Affiliate for any period of time.           

24. GOVERNING LAW                                                               

This Plan shall be construed and enforced in accordance with the law of the 
Commonwealth of Massachusetts.                                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		8/20/07		19		24
		5/6/98		14
For Period End:		10/16/97		2		3
Filed on:		8/29/97
		8/21/97		12		24
		8/20/97		2		5
		4/30/97		3		8			10-K,  5
		4/30/96		7					5
		4/30/95		7
									List all Filings