EXHIBIT 10.23
DOW JONES REUTERS BUSINESS INTERACTIVE, LLC
2000 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The DOW JONES REUTERS BUSINESS INTERACTIVE, LLC 2000
EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is designed to provide an
opportunity for the employees of Dow Jones Reuters Business Interactive, LLC
(the "Company") and of its designated subsidiaries to purchase shares of
Common Stock of Dow Jones & Company, Inc. ("Common Stock") through voluntary
systematic payroll deductions and to encourage such employees to continue in
the employ of the Company or such subsidiaries and to motivate such employees
to exert their best efforts on behalf of the Company and such subsidiaries.
It is not intended that this Plan constitute an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code (the
"Code").
2. OFFERINGS UNDER THE PLAN. From time to time within the limits of
the Plan, shares of Common Stock will be made available for purchase only by
employees through offerings thereof made on behalf of the Company by the
Board of Directors of Dow Jones & Company, Inc. (the "Board"). The Board may
from time to time designate the subsidiaries of the Company whose employees
may participate in an offering under the Plan and shall within the limits of
the Plan fix the terms and conditions of each offering, including the period
of each offering (the "Purchase Period") which shall not exceed twelve
months.
3. ELIGIBILITY AND PARTICIPATION OF EMPLOYEES. All regular, full-
time employees of the Company and of such subsidiaries as may be designated
by the Board shall be eligible to participate in the Plan, except that
(i) there shall be excluded on a uniform basis from each offering:
(a) employees whose customary employment by the Company or a designated
subsidiary is twenty hours or less per week, (b) employees whose customary
employment by the Company or a designated subsidiary is for not more than
five months in any calendar year, (c) any employee who, as of the first day
of the Purchase Period, would own stock or hold outstanding options to
purchase stock, possessing in the aggregate (as determined under
Sections 423(b)(3) and 424(d) of the Code) 5% or more of the total combined
voting power or value of all classes of stock of Dow Jones & Company, Inc.
("Dow Jones") or of any subsidiary of Dow Jones, (d) any employee if the
grant of an option hereunder would permit his rights to purchase Common Stock
under this Plan and under all other employee stock purchase plans, if any, of
the Company and its subsidiaries to accrue (as determined under Section 423
of the Code) at a rate which exceeds $25,000 of fair market value of such
stock, determined at the time such option is granted, for each calendar year
in which such option is outstanding at any time, and (e) any employee whose
principal place of employment by the Company is not in the United States, and
(ii) there may be excluded on a uniform basis from any offering, in the
discretion of the Committee described in Section 11, employees who at the
commencement of the Purchase Period for any such offering have been employed
by the Company or a designated subsidiary for less than two years, or such
other, shorter period of time as the Committee shall prescribe.
4. NUMBER OF SHARES PURCHASABLE. The number of shares that may be
purchased by any employee under an offering, which shall be not less than
five shares nor more than such number of shares as shall have a fair market
value, determined as of the first day of the Purchase Period, of $25,000,
shall be determined by the Board and shall be based upon a uniform
relationship to the annual rate of basic or regular compensation of such
employee in effect at the commencement of the Purchase Period for such
offering, excluding overtime, bonuses, incentive compensation and
contributions made to any employee benefit plan maintained by the Company or
any subsidiary.
5. SHARES SUBJECT TO THE PLAN. The shares which may be offered
under the Plan shall be Common Stock acquired by the Company in the open
market or in such other manner as the Committee shall determine. The
aggregate number of shares of Common Stock which may be delivered under the
Plan is 500,000 except as such number may be increased or decreased pursuant
to Section 10. All shares offered under the Plan and for any reason not
purchased as well as all shares not previously offered will be available for
subsequent offerings.
6. PRICE. The price at which the shares may be purchased in any
offering under the Plan shall be the lower of: (a) 80% of the fair market
value of the stock on the first day of the Purchase Period (or, in the case
of the Purchase Period ending June 30, 2000, 80% of the fair market value of
the stock on July 1, 1999) and (b) 80% of the fair market value of the stock
on the date the option is exercised. As used in this Section 6 "fair market
value" shall mean the composite closing price of the Common Stock on the
New York Stock Exchange on the date as of which the Common Stock is to be
valued or if the Common Stock shall not have been traded on said Exchange on
such date, the composite closing price on said Exchange on the first day
prior thereto on which the Common Stock was traded.
7. PAYROLL DEDUCTIONS; RIGHT OF CANCELLATION; RIGHTS ON TERMINATION
OF EMPLOYMENT OR DEATH. Except as otherwise provided herein, shares
purchased under the Plan will be paid for by payroll deductions during the
Purchase Period. Prior to commencement of the Purchase Period for each
offering, the Committee appointed to administer the Plan pursuant to
Section 11 (the "Committee") shall adopt a schedule of the periodic payroll
deductions required to be made in order to purchase specified numbers of
shares during such offering. In lieu of any and all participation through
payroll deductions, any employee may at the commencement of the Purchase
Period make a lump sum cash payment to the Company for such number of shares
as he shall determine, but not to exceed the maximum number of shares that he
is entitled to purchase pursuant to any offering. Each participant may by
written notice to the Company cancel his election to purchase shares under
the Plan not later than two weeks (or, in the case of the Purchase Period
ending June 30, 2000, two days) prior to the last day of the Purchase Period
and in such case any amount withheld for the account of such participant
shall be paid to him as promptly as practicable, without interest.
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If the employment of any participant shall terminate prior to the end of the
Purchase Period for any offering because of his retirement or death, such
participant or, in the case of the death of a participant, his legal
representative, may, within three months after the date of the participant's
retirement or death, but in no event later than the expiration of such
Purchase Period, purchase the number of shares the participant had elected to
purchase in such offering by making a lump sum cash payment to the Company
which, when added to the amounts deducted prior to the participant's
retirement or death for the purchase of Common Stock in such offering, will
be sufficient to cover the purchase price of such number of shares as
determined under Section 6. If no such election is exercised, there shall be
paid to such participant or, in the case of a participant's death, his legal
representative, the amount theretofore deducted under the Plan for the
participant's account, without interest. If the employment of any
participant shall terminate prior to the end of the Purchase Period for any
offering for any reason other than his retirement or death, the Company shall
pay to such participant the amount theretofore deducted under the Plan for
his account, without interest.
8. ISSUE OF SHARES. Shares purchased under the Plan shall be
delivered as soon as practicable after the end of the Purchase Period
applicable to such shares or upon full payment in cash in a lump sum at the
commencement of the Purchase Period or upon the retirement or death of a
participant. No participant shall have any rights as a stockholder with
respect to any shares which he may purchase under the Plan prior to the date
of delivery to him of such shares.
9. ASSIGNABILITY. No assignment or transfer by an employee, former
employee or his legal representatives of any option, election to purchase
shares, or any other interest under this Plan will be recognized; any
purported assignment or transfer, whether voluntary or by operation of law
(except by will or the laws of descent and distribution), shall have the
effect of terminating such option, election to purchase or other interest.
An employee's option and election to purchase shall be exercisable only by
him during his lifetime. If an election to purchase is terminated by reason
of the provisions of this Section 9, the only right thereafter continuing
shall be the right to have the amount of payroll deductions then credited to
the employee's account paid without interest to the employee or other person
entitled thereto, as the case may be.
10. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of
any change in the Common Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or rights offering to purchase Common
Stock at a price substantially below fair market value, or of any similar
change affecting the Common Stock, the number and kind of shares which
thereafter may be sold under the Plan and the number and kind of shares which
may be purchased under any outstanding offering and the purchase price per
share thereof shall be appropriately adjusted consistent with such change in
such manner as the Committee may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available for,
participants in the Plan.
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11. ADMINISTRATION OF THE PLAN. The Plan shall be administered and
interpreted by the same Committee appointed by the Board to administer the
Dow Jones 1998 Employee Stock Purchase Plan. None of the Committee members
shall be eligible to vote on or make any decision affecting any rights he may
be granted to purchase shares under the Plan. The members of the Committee
shall serve without compensation, but shall be reimbursed for any reasonable
expenses incurred in their capacities as members. The Committee shall serve
at the pleasure of the Board and may from time to time adopt rules and
regulations for the administration of the Plan. In the absence of fraud or
willful misconduct no member of the Committee shall be liable for any action
or determination made with respect to the Plan. Any interpretation,
determination or other action made or taken by the Committee shall be final,
binding and conclusive.
12. APPLICATION OF FUNDS. The funds deposited with the Company
pursuant to the terms of any offering and the proceeds received by the
Company from the sale of Common Stock under the Plan will be used for general
corporate purposes.
13. COMPLIANCE WITH GOVERNMENT LAW AND REGULATIONS. The Plan, each
offering thereunder, and the obligation of the Company to sell and deliver
Common Stock thereunder shall be subject to all applicable Federal and State
laws, rules and regulations and to such approvals by any governmental or
regulatory agency as may be required. The Company shall not be required to
deliver any certificates for shares of Common Stock prior to (a) the listing
of such shares on any stock exchange on which the Common Stock may then be
listed and (b) the completion of any registration or qualification of such
shares under any State or Federal law, or any ruling or regulation of any
government body which the Company or Dow Jones shall, in its sole discretion,
determine to be necessary or advisable.
14. SALE OF SHARES PURCHASED UNDER THE PLAN. It is the hope of the
Company that Common Stock purchased under the Plan will be held for
investment and not for resale; in furtherance thereof, the Company may impose
such limitations on the sale or other disposition of such Common Stock as it
deems appropriate. Nothing contained in the Plan shall restrict any employee
from selling any Common Stock purchased under the Plan at any time he chooses
provided any such sale is consistent with any limitations imposed pursuant to
the preceding sentence, and does not violate the Company's Code of Conduct,
or any successor to any such policy. Each employee shall assume the risk of
any market fluctuations in the price of Common Stock purchased by him under
the Plan.
15. COMPANY'S PAYMENT OF EXPENSES RELATED TO THE PLAN. The Company
will bear all expenses incurred in administering the Plan, including expenses
of delivering Common Stock under the Plan.
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16. PLAN AND RIGHTS TO PURCHASE COMMON STOCK NOT TO CONFER RIGHT
WITH RESPECT TO CONTINUANCE OF EMPLOYMENT. The Plan and any rights to
purchase Common Stock granted under the Plan shall not confer upon any
employee any right with respect to continuance of employment by the Company
or any subsidiary, nor shall they interfere in any way with the right of the
Company or any subsidiary by which an employee is employed to terminate his
employment at any time.
17. GENERAL.
(a) Each eligible employee may enroll in any offering under the Plan
by signing and delivering to the Vice President and Director, Human Resources
of the Company, not later than a date specified by the Board for such
offering, an Authorization:
(i) authorizing the Company to deduct regularly from his
compensation such amount (based upon the number of shares which such
employee elects to purchase in any offering) as shall be set forth in
the schedule of payroll deductions for such offering adopted by the
Committee pursuant to Section 7;
(ii) specifying the number of shares which he elects to purchase
at the end of the Purchase Period for such offering; and
(iii) specifying the exact name in which shares purchased by him
are to be registered, which shall be the name of the employee or the
names of the employee and his or her spouse.
Any adjustments necessary to accumulate the necessary funds to purchase the
number of shares which any employee has elected to purchase in any offering
shall be made by appropriate adjustments in payroll deductions during the
three weeks immediately preceding the end of the Purchase Period. Unless the
employee withdraws from the Plan, his Authorization so filed shall continue
in effect throughout the Purchase Period of the offering to which it relates.
The Company will accumulate and hold for the employee's account the amount
deducted from his basic compensation and will maintain accounts for all
participants. No interest will be paid on such payroll deductions.
(b) Only full shares of Common Stock may be purchased. Any balance
remaining in any employee's account after the purchase of the shares he has
elected to purchase in any offering will be promptly refunded to the
employee, without interest.
(c) Each eligible employee who continues to be a participant in the
Plan on the last day of the Purchase Period of any offering shall be deemed
to have purchased from the Company such number of full shares of Common Stock
reserved for the purposes of the Plan as his accumulated payroll deductions
on such day will pay for at the purchase price.
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(d) If at any time shares of Common Stock reserved for the purposes of
the Plan remain available for purchase but not in sufficient number to
satisfy all then unfilled purchase requirements, the available shares shall
be apportioned among participants in proportion to their rights and the Plan
shall terminate. Upon such termination or any other termination of the Plan,
all payroll deductions not used to purchase Common Stock will be refunded
without interest to the employees for whose account they are held.
18. AMENDMENT OR DISCONTINUANCE. The Board may amend, discontinue
or terminate the Plan at any time, provided, however, that no amendment,
discontinuance or termination shall alter or impair any rights outstanding at
the time of such amendment, discontinuance or termination to purchase shares
pursuant to any offering hereunder. The Plan will terminate in any event
when all or substantially all of the shares reserved for the purposes of the
Plan have been delivered.
19. NAME. The Plan shall be known as the "DOW JONES REUTERS
BUSINESS INTERACTIVE, LLC 2000 EMPLOYEE STOCK PURCHASE PLAN."
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