Exhibit 10.29
HERITAGE-CRYSTAL CLEAN, INC.
EMPLOYEE STOCK PURCHASE PLAN OF 2008
EMPLOYEE STOCK PURCHASE PLAN OF 2008
C E R T I F I C A T E
I hereby certify that the attached document is the official version of the Heritage-Crystal Clean, Inc. Employee Stock Purchase Plan of 2008 adopted by the Board of Directors of the Corporation by resolution dated and subsequently finalized by the duly authorized officers of the Corporation effective as of .
Dated this ___day of , 2008.
HERITAGE CRYSTAL-CLEAN, INC. | ||||
By | ||||
Its | ||||
HERITAGE-CRYSTAL CLEAN, INC.
EMPLOYEE STOCK PURCHASE PLAN OF 2008
EMPLOYEE STOCK PURCHASE PLAN OF 2008
1. Purpose. The Heritage-Crystal Clean, Inc. Employee Stock Purchase Plan of 2008 provides eligible employees of Heritage-Crystal Clean, Inc., and itsParticipating Subsidiariesan opportunity to purchase common stock of theCorporationthrough payroll deductions on an after-tax basis. ThePlanis intended to qualify for favorable tax treatment under section 423 of the Internal Revenue Code of 1986, as amended.
2. Definitions. Where the context of thePlanpermits, words in the masculine gender shall include the feminine gender, the plural form of a word shall include the singular form, and the singular form of a word shall include the plural form. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
(a) | Administratormeans Chief Accounting Officer of theCorporationor such independent third party administrator as theCorporationmay engage to administer the Plan. |
(b) | Authorization Formmeans a payroll deduction form which authorizes payroll deductions from aParticipant’s Basic Payand evidences theParticipant’smembership in thePlan.AnAuthorization Formmay be completed in such written or electronic form as theCommitteein its discretion shall determine. |
(c) | Basic Paymeans, in relation to aParticipantfor a payroll period, theParticipant’sregular compensation earned during such payroll period, before any deductions or withholding, but excluding overtime, bonuses, amounts paid as reimbursement of expenses (including those paid as part of commissions) and any other additional compensation. |
(d) | Boardmeans the Board of Directors of theCorporation. |
(e) | Committeemeans the Compensation Committee of theBoard. |
(f) | Corporationmeans Heritage-Crystal Clean, Inc., a Delaware corporation, or any successor thereto. |
(g) | Eligible Employeeis defined in Section 4 below. |
(h) | Exchange Actmeans the Securities Exchange Act of 1934, as amended. |
(i) | Exercise Datewith respect to anyOffering Periodmeans theGrant Dateof the immediately followingOffering Period. |
(j) | Exercise Pricewith respect to anyOffering Periodmeans an amount established by theCommitteeprior to theOffering Periodwhich amount shall in no event be less than 95% of theFair Market ValueofShareson theOffering Period’s Exercise Date. |
(k) | Fair Market Valueof aShareon any date shall be the closing price of theCorporation’sStock as reported on theNasdaqfor such date. |
(l) | Grant Datemeans the first Monday of eachOffering Periodon which sales of theCorporation’s Sharesare reported on theNasdaqor if noSharesare sold on that Monday, then on the next succeeding day on which there is a sale. |
(m) | Nasdaqmeans the Nasdaq Global Market. |
(n) | Offering Periodmeans a three-month period beginning on the first Monday of each January, April, July, and October, respectively, (or such alternative four months in a cycle of three-month intervals as the Committee may establish in its discretion), and ending on the last business day before the first Monday of the succeeding three-month period. If noSharesare sold on what would otherwise be the first Monday of anOffering Period, then thatOffering Periodshall commence on the next succeeding day on which there is a sale, and the immediately precedingOffering Periodshall end on the last business day before the date on which there is a sale. Notwithstanding the definition ofOffering Period, theInitial Offering Periodmeans that period commencing on the date established by theCommitteefor implementing thePlanand ending on the last business day before the first Monday of the next following regularOffering Period under thePlan. |
(o) | Participantmeans anEligible Employeewho has completed anAuthorization Form and who continues to make contributions to thePlan, or who no longer contributes to thePlan, but hasSharesstill held by theAdministratorin accordance with thisPlan. |
(p) | Participating Subsidiariesmeans Limited Liability Corporations, 50% or more of each class of the outstanding voting stock or voting power of which is beneficially owned, directly or indirectly, by theCorporation, which are authorized by theCorporationto participate in thePlanand which have agreed to participate. |
(q) | Planmeans the Heritage-Crystal Clean, Inc. Employee Stock Purchase Plan of 2008, as amended from time to time. |
(r) | Plan Accountmeans a payroll deduction account maintained by theCommitteefor eachParticipantto which shall be credited all payroll deductions and from which shall be deducted amounts charged for the purchase ofShareshereunder and withdrawals. |
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(s) | Sharesmean shares of Heritage-Crystal Clean, Inc. common stock, par value $.01 per share. |
3. Shares Subject to the Plan.There is hereby reserved for issuance under thePlanan aggregate of 100,000Shares.AvailableSharesshall be from such authorized but un-issuedShares or fromSharesreacquired from time to time.
4. Eligible Employees.All employees of theCorporationor any of itsParticipating Subsidiariesshall be eligible to participate in thePlan, except employees whose customary employment is 20 hours or less per week or not more than five months in any calendar year, or who, immediately after anyGrant Date, own 5% or more of the total combined voting power or value of all classes of stock of theCorporationor anyParticipating Subsidiary.
5. Participation in the Plan.AnEligible Employeemay voluntarily participate in thePlanby completing and filing with the appropriate payroll office anAuthorization Formduring any Plan enrollment period, as such enrollment periods may be established by the Committee. SuchAuthorization Formmay authorize payroll deductions from the employee’sBasic Pay, or some other means of contributions received from employees.
6. Contributions. TheCommittee, in its discretion, may establish a minimum and/or maximum deduction per payroll period. AParticipant’sdeductions will commence as soon as administratively possible during the next succeedingOffering Periodafter theParticipant’s Authorization Formis filed and recorded in the appropriate payroll office. Such deductions shall continue until theParticipantterminates participation in thePlanor until thePlanis terminated. Subject to any applicable minimum and maximum deductions, aParticipantmay change the amount of his or her payroll deduction no more than twice in each calendar year by filing a newAuthorization Formwith the appropriate payroll office. The change shall not become effective earlier than the first payroll period in the next succeedingOffering Periodafter theAuthorization Formis received and recorded by the appropriate payroll office. Payroll deductions will be held in theCorporationorParticipating Subsidiary’sgeneral accounts until the end of theOffering Periodat which time they will be applied solely for the purchase ofSharesunder thePlan. Participantswill receive periodic statements of theirPlan Accountbalance.
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7. Purchase Price.The purchase price of theSharesshall be theExercise Priceas defined herein.
8. Number of Shares Purchasable.NoParticipantmay be permitted to acquire more than $25,000 worth ofSharesunder thePlanper year. This limit shall be monitored by theCommitteeor its delegate(s).
9. Plan Accounts/Shares Acquired.Participating Subsidiariesshall maintainPlan AccountsforParticipants, where applicable.Sharespurchased pursuant to thePlanshall be recorded on the stock transfer records of theCorporation.
10. Share Purchases.On eachExercise Date, eachParticipant’s Plan Accountshall be charged for the amount of theSharesto be purchased on that date. The number ofSharesto be purchased on anExercise Dateshall be determined by dividing the balance of theParticipant’s Plan Account (including any balance in theParticipant’s Plan Accountafter the immediately priorExercise Date) by theExercise Price, and then rounding downward to the nearest wholeShare. No fractionalShares shall be purchased, and any balance remaining in theParticipant’s Plan Accountafter theShares have been purchased on theExercise Dateshall be carried forward to the next succeedingOffering Period. As soon as practicable after theExercise Date, a statement shall be delivered to theParticipantwhich shall include the number ofSharespurchased on theExercise Dateand the aggregate number ofSharespurchased on behalf of suchParticipantunder thePlan.
11. Termination of Participation.AParticipant, at any time and for any reason, may voluntarily terminate participation in thePlanby notification of withdrawal delivered to the appropriate office pursuant to administrative rules established by theCommittee. AParticipant’s participation in thePlanshall be involuntarily terminated by his/her employer upon termination of employment for any reason, or upon theParticipantno longer being eligible for participation. In the event of aParticipant’svoluntary or involuntary termination of participation in thePlan, no payroll deduction shall be taken from any pay due thereafter; and the balance in theParticipant’s Plan Accountshall be paid either to theParticipantor theParticipant’sestate.
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Except as provided above, aParticipantmay not withdraw any credit balance in theParticipant’s Plan Account, in whole or in part.
12. Ceasing Contributions/Rights of Participants Who Leave Service.AParticipantwhose participation in thePlanhas terminated (either upon theParticipant’srequest or upon theParticipant’stermination of employment for any reason) may not rejoin thePlanuntil the third succeeding enrollment period following the date of such termination.
13. Rights as a Stockholder.Except as provided in Section 14, none of the rights or privileges of a stockholder of theCorporationshall exist with respect toSharespurchased under thePlanunless and until a statement representing suchSharesshall have been issued to theParticipant.
14. Dividends.Cash dividends onSharesacquired under thePlanwill accrue toParticipants in the same manner as for other shareholders.Participantsshall be invited to enroll in theCorporation’sautomatic dividend reinvestment plan.
15. Rights Not Transferable.Rights under thePlanare not transferable by aParticipant other than by will or the laws of descent, and are exercisable during theParticipant’slifetime only by theParticipant.
16. Application of Funds.All funds received or held by theCorporationunder thePlanmay be used for any corporate purposes.
17. Adjustments in Case of Changes Affecting Shares.In the event of a subdivision of outstandingShares, or the payment of a stock dividend, the number ofSharesauthorized for issuance under thePlanshall be increased proportionately, and such equitable adjustments shall be made by theCommittee. In the event of any other change affecting theCorporation’scommon stock, such equitable adjustment shall be made by theCommitteeto give proper effect to such event.
18. Administration of Plans.
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(a) ThePlanshall be administered by theCommittee. TheCommitteeshall have authority to make rules and regulations for the administration of thePlanincluding when and how purchases shall be made, and its interpretations and decisions with regard thereto shall be final and conclusive. TheCommitteeshall have authority to delegate its ministerial tasks hereunder to theCorporation’sHuman Resources Department and the Human Resources Departments ofParticipating Subsidiarieswhich employParticipants. TheCommittee(or its delegate(s)) will be responsible for:
(i) | administering thePlanin unison with theAdministratorand theCorporation; |
(ii) | informingParticipantsof the current market price of theSharesupon request; |
(iii) | informingParticipantsof theExercise Pricefor eachOffering Period; |
(iv) | informingEligible Employeesabout thePlan, making deductions fromBasic Pay,and maintainingParticipants’ Plan Accounts; and |
(v) | obtaining information from theAdministratorneeded by theCorporationorParticipating Subsidiariesin order to comply with any applicable reporting and withholding requirements. |
(b) TheAdministratorwill be responsible for:
(i) | holding theSharesin trust in a book account; |
(ii) | maintaining all relevant records and issuing documents required for tax purposes by theCorporation, theParticipating SubsidiariesandParticipants; |
(iii) | providing quarterly statements and other documents as required to theParticipating Subsidiariesfor distribution toParticipants; and |
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(iv) | providing management information reports to theCommitteeandParticipating Subsidiaries. |
19. Amendments to Plans.TheBoardor any person or persons authorized by theBoard, at any time, or from time to time, may amend, suspend, or terminate thePlansubject to any stockholder approval needed to comply with the requirements of the Securities and Exchange Commission, the Internal Revenue Code and the rules of the exchange upon which our common stock is listed, provided, however, that except to conform thePlanto the requirements of local legislation, no amendment may be made and no suspension or termination may take effect in respect of rights already accrued to aParticipantas a holder ofShares.
20. Termination.ThePlanshall terminate upon the earlier of the date it is terminated by theBoardand the date that no moreSharesremain to be acquired under thePlan. Upon the termination of thePlan, all remaining credit balances from authorized payroll deductions inParticipants’ Plan Accountsshall be returned to suchParticipants.
21. Governmental Regulations.TheCorporation’sobligation to sell and deliverSharesunder thePlanis subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock. ThePlanshall be suspended and become inoperative with respect toSharesnot theretofore optioned under thePlanduring any period in which no registration statement or amendment thereto under the Securities Act of 1933, as amended, is in effect with respect to theSharesso remaining to be purchased under thePlan.
22. Contracts of Employment and Other Employment Rights.ThePlanmay be terminated at any time at the discretion of theCorporationand no compensation will be due to aParticipantas a result. Neither the value of theSharesnor the discount derived from thePurchase Priceshall be added to aParticipant’sincome for the purpose of calculating any employee benefits. No additional rights arise to aParticipantas a result of participating in thePlanor the opportunity to participate. Participation in thePlandoes not confer on anyParticipantany right to future employment. Participation in thePlanis at the discretion ofEligible Employees.No representation or warranty is given by theCorporationorParticipating
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Subsidiariesas to the present or future benefit of participation in theUS Program.If aCorporationor aParticipating Subsidiaryceases participation in thePlanor theCorporation ceases operation of thePlan, employees will have no right or action against theParticipating Subsidiary, theCommitteeor theCorporationfor such termination.
23. Governing Law.This agreement and any controversy arising out of or relating to this agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof. To the extend not preempted by ERISA, all other matters shall be governed by and construed in accordance with the internal laws of Illinois without regard to any state’s conflict of law principles. Any legal action related to thisPlanshall be brought only in a federal or state court located in Illinois.
24. Shareholder Approval. ThisPlanshall be effective as of the date approved by the shareholders of theCorporation.
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