EXHIBIT 10.3
STRATUS COMPUTER, INC.
EMPLOYEE STOCK PURCHASE PLAN
Amended and Restated Effective as of August 1, 1995
1. PURPOSE. The purpose of this Employee Stock Purchase Plan
(the "Plan") is to provide employees of Stratus Computer, Inc. (the
"Company"), and its subsidiaries, who wish to become
shareholders of the Company an opportunity to purchase Common
Stock of the Company (the "Shares"). The Plan is intended to
qualify as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. ELIGIBLE EMPLOYEES. Subject to provisions of Sections 7,
8 and 9 below, any individual who is in the full-time employment
(as defined below) of the Company, or any of its subsidiaries (as
defined in Section 424(f) of the Code) the employees of which are
designated by the Board of Directors as eligible to participate in the
Plan, is eligible to participate in any Offering of Shares (as defined
in Section 3 below) made by the Company hereunder. Regular Full-
time or Regular Part-time employment shall include all employees
whose customary employment is:
(a) in excess of twenty (20) hours per week, and
(b) more than five (5) months in the relevant calendar year,
in the calendar year during which said Offering Date occurs or in the
calendar year immediately preceding such year.
3. OFFERING DATES. From time to time, the Company, by
action of the Board of Directors, will grant rights to purchase Shares
to employees eligible to participate in the Plan pursuant to one or
more offerings (each of which is an "Offering") on a date or series
of dates (each of which is an "Offering Date") designated for this
purpose by the Board of Directors.
4. PRICES. The price per share for each grant of rights hereunder
shall be the lesser of:
(a) eighty-five percent (85%) of the fair market value of a Share
on the Offering Date on which such right was granted; or
(b) eighty-five percent (85%) of the fair market value of a Share
on the date such right is exercised.
At its discretion, the Board of Directors may determine a higher
price for a grant of rights.
5. EXERCISE OF RIGHTS AND METHOD OF PAYMENT.
(a) Rights granted under the Plan will be exercisable periodically
on specified dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise
of rights granted hereunder shall be through regular payroll
deductions or by lump sum cash payment, or both, as
determined by the Board of Directors; provided, however,
that payment through regular payroll deductions may in no
event commence before the date on which a prospectus (or,
if permitted by the Code, an Information Statement) with
respect to the Offering of the Shares covered by the Plan is
provided to each participating employee. No interest shall be
paid upon payroll deductions unless specifically provided for
by the Board of Directors.
(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon
exercise of a right granted hereunder shall be promptly
returned to such employee by the Company after termination
of the right to which the payment relates.
6. TERM OF RIGHTS. Rights granted on any Offering Date shall
be exercisable upon the expiration of such period ("Offering
Period") as shall be determined by the Board of Directors when it
authorizes the Offering, provided that such Offering Period shall in
no event be longer than twenty-seven (27) months.
7. SHARES SUBJECT TO THE PLAN. No more than three
million one hundred thousand (3,100,000) Shares may be sold
pursuant to rights granted under the Plan. Appropriate adjustments
in the above figure, in the number of Shares covered by outstanding
rights granted hereunder, in the exercise price of the rights and in the
maximum number of Shares which an employee may purchase
(pursuant to Section 9 below) shall be made to give effect to any
mergers, consolidations, reorganizations, recapitalizations, stock
splits, stock dividends or other relevant changes in the capitalization
of the Company occurring after the effective date of the Plan,
provided that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share. Any
agreement of merger or consolidation will include provisions for
protection of the then existing rights of participating employees
under the Plan. Either authorized and unissued Shares or issued
Shares heretofore or hereafter reacquired by the Company may be
made subject to rights under the Plan. If for any reason any right
under the Plan terminates in whole or in part, Shares subject to such
terminated right may again be subjected to a right under the Plan.
8. LIMITATIONS ON GRANTS
(a) No employee shall be granted a right hereunder if such
employee, immediately after the right is granted, would own
stock or rights to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of
all classes of stock of the Company, or of any subsidiary,
computed in accordance with Sections 423(b)(3) and 424(d)
of the Code.
(b) No employee shall be granted a right which permits his right
to purchase shares under all employee stock purchase plans
of the Company and its subsidiaries to accrue at a rate which
exceeds twenty-five thousand dollars ($25,000) (or such
other maximum as may be prescribed from time to time by
the Code) of the fair market value of such Shares
(determined at the time such right is granted) for each
calendar year in which such right is outstanding at any time
in accordance with the provisions of Section 423(b)(8) of the
Code.
(c) No right granted to any participating employee under a single
Offering shall cover more shares than may be purchased at
an exercise price equal to that percentage of the employee's
annual rate of compensation on the date the employee elects
to participate in the Offering as determined by the Board of
Directors from time to time.
9. LIMIT ON PARTICIPATION. Participation in an Offering
shall be limited to eligible employees who elect to participate in such
Offering in the manner, and within the time limitation, established
by the Board of Directors when it authorizes the Offering.
10. CANCELLATION OF ELECTION TO PARTICIPATE.
An employee who has elected to participate in an Offering may
cancel such election (unless such employee shall have waived this
cancellation right in accordance with procedures established by the
Board of Directors) as to all (but not part) of the rights granted under
such Offering by giving written notice of such cancellation to the
Company before the expiration of the Offering Period. Any
amounts paid by the employee for the Shares or withheld for the
purchase of Shares from the employee's compensation through
payroll deductions shall be paid to the employee, without interest,
upon such cancellation.
11. TERMINATION OF EMPLOYMENT. Upon termination of
employment for any reason, including the death of the employee,
before the date on which any rights granted under the Plan are
exercisable, all such rights shall immediately terminate and amounts
paid by the employee for the Shares or withheld for the purchase of
Shares from the employee's compensation through payroll
deductions shall be paid to the employee or to the employee's estate,
without interest.
12. EMPLOYEE'S RIGHTS AS SHAREHOLDERS. No
participating employee shall have any rights as a shareholder in the
Shares covered by a right granted hereunder until such rights have
been exercised, full payment has been made for the corresponding
Shares and the Share certificates are actually issued.
13. RIGHTS NOT TRANSFERABLE. Rights under the Plan are
not assignable or transferable by a participating employee and are
exercisable only by the employee.
14. TERMINATION OR AMENDMENT OF PLAN
The Board of Directors may at any time terminate or amend this Plan
without notice and without further action on the part of shareholders
of the Company, provided:
(a) that no such termination or amendment shall adversely affect
the then existing rights of any participating employee;
(b) that any such amendment which:
(i) increases the number of Shares subject to the Plan
(subject to the provisions of Section 7);
(iii) changes the class of persons eligible to participate
under the Plan; or
(iii) materially increases the benefits accruing to participants
under the Plan
shall be subject to approval of the shareholders of the Company.
15. EFFECTIVE DATE AND APPROVALS. The Plan was
originally adopted by the Board of Directors on November 15,
1983, became effective on December 31, 1983, and was approved
by the shareholders of the Company on May 22, 1984. This
amendment and reinstatement of the Plan became effective on
August 1, 1995, the date it was adopted by the Board of Directors.
The Company's obligation to offer, sell and deliver its Shares under
the Plan is subject to the approval of any governmental authority
required in connection with the authorized issuance or sale of such
Shares and is further subject to the Company receiving the opinion
of its counsel that all applicable securities laws have been complied
with.
16. TERM OF PLAN. No rights shall be granted under the Plan after
December 31, 2004.
17. ADMINISTRATION OF THE PLAN. The Board of Directors
or any committee or person(s) to whom it delegates its authority (the
"Administrator") shall administer, interpret and apply all provisions
of the Plan. The Administrator may waive such provisions of the
Plan as it deems necessary to meet special circumstances not
anticipated or covered expressly by the Plan. Nothing contained in
this Section shall be deemed to authorize the Administrator to alter or
administer the provisions of the Plan in a manner inconsistent with
the provisions of Section 423 of the Code.