COMTEX NEWS NETWORK, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
As of December 5, 2002
TABLE OF CONTENTS
Page
1. Purpose and Effect of Plan 1
2. Shares Reserved for the Plan 1
3. Definitions 1
4. Administration of the Plan 2
5. Eligible Employees 3
6. Election to Participate 3
7. Method of Purchase and Investment Accounts 3
8. Stock Purchases 4
9. Limitation on Purchases 4
10. Title of Accounts 4
11. Rights as a Shareholder 4
12. Rights Not Transferable 4
13. Change in Capital Structure 5
14. Retirement, Termination and Death 5
15. Amendment of the Plan 5
16. Termination of the Plan 5
17. Effective Date of Plan 6
18. Government and Other Regulations 6
19. Indemnification of Committee 6
20. Governing Law 6
COMTEX NEWS NETWORK, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
1. Purpose and Effect of Plan
The purpose of the Plan is to secure for the Company and its
shareholders the benefits of the incentive inherent in the
ownership of Common Stock by present and future employees of the
Company and its Subsidiaries. The Plan is intended to comply
with the terms of Code section 423 and Rule 16b-3 of the Act.
2. Shares Reserved for the Plan
There shall be reserved for issuance and purchase by
employees under the Plan an aggregate of Six Hundred Thousand
(600,000) shares of Common Stock, subject to adjustment as
provided in Section 13. Shares subject to the Plan shall be
authorized but unissued shares acquired. Shares needed to
satisfy the needs of the Plan may be newly issued by the Company
or acquired by purchases at the expense of the Company on the
open market or in private transactions, at the discretion of the
Company.
3. Definitions
Where indicated by initial capital letters, the following
terms shall have the following meanings:
(a) Act: The Securities Exchange Act of 1934.
(b) Board: The Board of Directors of the Company.
(c) Code: The Internal Revenue Code of 1986, as amended,
or any subsequently enacted federal revenue law. A reference to
a particular section of the Code shall include a reference to any
regulations issued under the section and to the corresponding
section of any subsequently enacted federal revenue law.
(d) Committee: The committee established pursuant to
Section 4 to be responsible for the general administration of the
Plan.
(e) Common Stock: The Company's Common Stock, $0.01 par
value.
(f) Company: COMTEX News Network, Inc. a Delaware
corporation, and any successor by merger, consolidation or
otherwise.
(g) Compensation: The total earnings, prior to
withholding, paid to an Eligible Employee during the applicable
pay period, including bonuses, commissions, overtime and salary
reduction contributions pursuant to a Code section 125 or 401(k)
plan.
(h) Custodian: A financial institution or other corporate
entity selected by the Company from time to time to act as
custodian for the Plan.
(i) Eligible Employee: Any employee of the Company or its
Subsidiaries who meets the eligibility requirements of Section 5
and Section 9.
(j) Enrollment Form: The form filed by a Participant with
the Committee authorizing payroll deductions pursuant to Section
6.
(k) Fair Market Value: The closing trading price of the
Common Stock on the NASD OTC Electronic Bulletin Board on the
date in question, or, if the Common Stock was not quoted on such
date, the closing trading price on the last day prior thereto on
which the Common Stock was quoted.
(l) Grant Date: The first business day of each January or
July on which shares of Common Stock are or could be traded on
the NASD OTC Electronic Bulletin Board.
(m) Investment Account: The account established for each
Participant to hold Common Stock purchased under the Plan
pursuant to Section 7.
(n) Investment Date: The last business day of each June
or December on which shares of Common Stock are or could be
traded on the NASD OTC Electronic Bulletin Board.
(o) Parent: Any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, as of
an Investment Date, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
(p) Participant: An Eligible Employee who elects to
participate in the Plan by filing an Enrollment Form pursuant to
Section 6.
(q) Payroll Deduction Account: The account established for
a Participant to hold payroll deductions pursuant to Section 6.
(r) Plan: The "COMTEX News Network, Inc. 1997 Employee
Stock Purchase Plan," as set forth herein and as amended from
time to time.
(s) Purchase Price: A percentage of the lower of the Fair
Market Value of a share of Common Stock on the Grant Date or on
the Investment Date. The percentage shall be eighty-five percent
(85%) unless the Committee, in its sole discretion, increases the
percentage at any time. After any such increase, the Committee,
in its sole discretion, may decrease the percentage, but not
below eighty-five percent (85%), at any time. Any increase or
decrease shall be communicated to Eligible Employees not less
than thirty (30) days prior to the first Grant Date affected by
the change.
(t) Subsidiary or Subsidiaries: Any corporation (other
than the Company) in an unbroken chain of corporations beginning
with the Company if, as of an Investment Date, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
4. Administration of the Plan
The Plan shall be administered by the Committee, consisting
of not less than two members appointed by the Board. The
Committee shall be the Compensation Committee of the Board unless
the Board shall appoint another committee to administer the Plan.
The Board from time to time may appoint members previously
appointed and may fill vacancies, however caused, in the
Committee.
Subject to the express provisions of the Plan, the Committee
shall have the authority to take any and all actions (including
directing the Custodian as to the acquisition of shares)
necessary to implement the Plan and to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to
it, and to make all other determinations necessary or advisable
in administering the Plan. All of such determinations shall be
final and binding upon all persons. A quorum of the Committee
shall consist of a majority of its members and the Committee may
act by vote of a majority of its members at a meeting at which a
quorum is present, or without a meeting by a written consent to
their action taken signed by all members of the Committee. The
Committee may request advice or assistance or employ such other
persons as are necessary for proper administration of the Plan.
The Committee may delegate administration of the Plan to one or
more employees of the Company or any Subsidiary.
5. Eligible Employees
All employees of the Company or its Subsidiaries shall be
eligible to participate in the Plan as of the first Grant Date
coincident with or following commencement of employment, or as
soon as administratively practicable thereafter. Eligibility to
participate is also subject to the provisions of Section 9.
No director of the Company or of any Subsidiary who is not
an employee shall be eligible to participate in the Plan. No
independent contractor who is not an employee shall be eligible
to participate in the Plan.
6. Election to Participate
Each Eligible Employee may become a Participant by filing
with the Committee an Enrollment Form authorizing specified
regular payroll deductions from his or her Compensation. Such
regular payroll deductions shall be in increments of Ten Dollars
($10.00) subject to a minimum deduction of Ten Dollars ($10.00)
per pay period. All regular payroll deductions shall be credited
to the Payroll Deduction Account that the Company has established
in the name of the Participant. The Board may establish limits
on the amounts of payroll deductions and may change those limits
from time to time.
Original Enrollment Forms for the six month period must be
filed before the Grant Date as prescribed by the Committee.
Failure to file an Enrollment Form within the prescribed filing
period shall preclude the Eligible Employee from participation
until the next Grant Date.
A Participant may cease his or her participation in the Plan
at any time. An Eligible Employee who has ceased to be a
Participant may not again become a Participant until the next
Grant Date. Not more than one (1) time during any semi-annual
period, a Participant may decrease his or her payroll deduction
by filing a new Enrollment Form. The change will be effective as
of the payroll period following the date of the Participant's
election change through the remainder of the semi-annual period.
7. Method of Purchase and Investment Accounts
Each Participant having eligible funds in his Payroll
Deduction Account on an Investment Date shall be deemed, without
any further action, to have purchased the number of shares
(excluding fractional shares unless otherwise determined by the
Committee) which the eligible funds in his Payroll Deduction
Account could purchase at the Purchase Price on that Investment
Date. All shares purchased shall be maintained by the Custodian
in a separate Investment Account for each Participant. All cash
dividends paid with respect to shares of the Common Stock shall
be added to a Participant's Payroll Deduction Account and shall
be used to purchase shares of Common Stock for the Participant's
Investment Account. Expenses incurred in the purchase of such
shares shall be paid by the Company.
All dividends of Common Stock distributed in-kind shall be
added to the shares held for a Participant in his Investment
Account. Any distribution of shares with respect to shares of
Common Stock held for a Participant, other than a dividend of
Common Stock, shall be distributed to the Participant as soon as
practicable. Certificates for full shares will be issued and
fractional shares will be sold and the proceeds of sale, less
selling expenses, distributed to the Participant.
8. Stock Purchases
The Custodian shall acquire shares of Common Stock for
Participants as of each Investment Date from the Company or, if
directed by the Committee, by purchases on the open market or in
private transactions using total payroll deduction amounts
received by the Custodian. If shares are purchased in one or
more transactions on the open market or in private transactions
at the direction of the Committee, the Company will pay the
Custodian the difference between the Purchase Price and the price
at which such shares are purchased for Participants.
9. Limitation on Purchases
No Participant may purchase during any one calendar year
under the Plan (or combined with any other plan qualified under
Code section 423) shares of Common Stock having a Fair Market
Value (determined by reference to the Fair Market Value on each
date of purchase) in excess of $25,000. This limitation shall be
interpreted to comply with Code section 423(b)(8).
A Participant's Payroll Deduction Account may not be used to
purchase Common Stock on any Investment Date to the extent that
after such purchase the Participant would own (or be considered
as owning within the meaning of Code section 424(d)) stock
possessing 5 percent or more of the total combined voting power
of the Company or its Parent or Subsidiary. For this purpose,
stock which the Participant may purchase under any outstanding
option shall be treated as owned by such Participant. As of the
first Investment Date on which this paragraph limits a
Participant's ability to purchase Common Stock, the employee
shall cease to be a Participant.
10. Title of Accounts
The Custodian shall maintain an Investment Account for each
Participant. Each Investment Account shall be in the name of the
Participant or, if he so indicates on his Enrollment Form, in his
name jointly with a member of his family, with right of
survivorship. A Participant who is a resident of a jurisdiction
which does not recognize such a joint tenancy may have an
Investment Account in his name as tenant in common with a member
of his family, without right of survivorship.
11. Rights as a Shareholder
A Participant shall have the right at any time to obtain a
certificate for the full shares of Common Stock credited to his
Investment Account. A Participant shall have the right at any
time to direct that any full shares in his Investment Account be
sold and that the proceeds, less expenses of sale, be remitted to
him. When a Participant ceases to be a Participant, the
Participant may elect to have his shares sold by the Custodian
and the proceeds, after selling expenses, remitted to him or the
Participant may elect to have a certificate for the full shares
of Common Stock credited to his Investment Account forwarded to
him. In either event, the Custodian will sell any fractional
shares held in his Investment Account to the Company and remit
the proceeds of such sale, less selling expenses, and the balance
in his Payroll Deduction Account to him.
As a condition of participation in the Plan, each
Participant agrees to notify the Company if he sells or otherwise
disposes of any of his shares of Common Stock within two years of
the Grant Date on which such shares were purchased.
12. Rights Not Transferable
Rights under the Plan are not transferable by a Participant,
except by will or by the laws of descent and distribution.
13. Change in Capital Structure
In the event of a stock dividend, spinoff, stock split or
combination of shares, recapitalization or merger in which the
Company is the surviving corporation or other change in the
Company's capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights, options
or warrants for the purchase of common stock or preferred stock
of the Company), the number and kind of shares of stock or
securities of the Company to be subject to the Plan, the maximum
number of shares or securities which may be delivered under the
Plan, the selling price and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination
shall be binding on all persons.
If the Company is a party to a consolidation or a merger in
which the Company is not the surviving corporation, a transaction
that results in the acquisition of substantially all of the
Company's outstanding stock by a single person or entity, or a
sale or transfer of substantially all of the Company's assets,
the Committee may take such actions with respect to the Plan as
the Committee deems appropriate.
Notwithstanding anything in the Plan to the contrary, the
Committee may take the foregoing actions without the consent of
any Participant, and the Committee's determination shall be
conclusive and binding on all persons for all purposes.
14. Retirement, Termination and Death
In the event of a Participant's retirement, termination of
active employment, or death, the amount in his Payroll Deduction
Account shall be refunded to him, and certificates will be issued
for full shares held in his Investment Account. In the event of
his death, the amount in his Payroll Deduction Account and all
shares in his Investment Account shall be delivered to the
beneficiary designated by the Participant in a writing filed with
the Company. If no beneficiary has been designated, or if the
designated beneficiary does not survive the Participant, such
amount and all shares shall be delivered to his estate.
15. Amendment of the Plan
The Board of Directors may at any time, or from time to
time, amend the Plan in any respect; provided, however, that the
shareholders of the Company must approve any amendment that would
materially (i) increase the benefits accruing to Participants
under the Plan, (ii) increase the number of securities that may
be issued under the Plan, or (iii) modify the requirements as to
eligibility for participation in the Plan.
16. Termination of the Plan
The Plan and all rights of employees hereunder shall
terminate:
(a) on the Investment Date that Participants become
entitled to purchase a number of shares greater than the
number of reserved shares remaining available for purchase;
or
(b) at any prior date at the discretion of the Board
of Directors.
In the event that the Plan terminates under circumstances
described in (a) above, reserved shares remaining as of the
termination date shall be issued to Participants on a prorata
basis. Upon termination of the Plan, all amounts in an
employee's Payroll Deduction Account that are not used to
purchase Common Stock will be refunded.
17. Effective Date of Plan
The Plan was approved by the Board of Directors on September
15, 1997 subject to approval by the Company's shareholders. Such
approval was obtained at the Company's Annual Meeting on
December 11, 1997.
18. Government and Other Regulations
The Plan, and the grant and exercise of the rights to
purchase shares hereunder, and the Company's obligation to sell
and deliver shares upon the exercise of rights to purchase
shares, shall be subject to all applicable federal, state and
foreign laws, rules and regulations, and to such approvals by any
regulatory or government agency as may, in the opinion of counsel
for the Company, be required.
19. Indemnification of Committee
Service on the Committee shall constitute service as a
director of the Company so that members of the Committee shall be
entitled to indemnification and reimbursement as directors of the
Company pursuant to its Articles of Incorporation and Bylaws.
20. Governing Law
The Plan shall be construed and administered in accordance
with the laws of the state of Delaware.