Exhibit 10.2
AMERICAN FREIGHTWAYS CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, American Freightways Corporation (the "Company"),
desires to adopt the 1999 Employee Stock Purchase Plan (the "Plan")
providing for the grant of options to purchase common stock of the
Company to eligible employees who are employed by the Company or
its subsidiaries;
Now, therefore, the Company hereby establishes the Plan, the
terms of which shall be as follows:
1. Purpose
-------
The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions
and other employee contributions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions
-----------
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the common stock, $.01 par value, of
the Company.
(d) "Company" shall mean American Freightways Corporation, an
Arkansas corporation, and any Designated Subsidiary of the Company.
(e) "Designated Subsidiary" shall mean any Subsidiary which has
been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.
(f) "Eligible Employee" shall mean each person who, on the
applicable Enrollment Date, has been employed for more than thirty
(30) days by the Company or a Designated Subsidiary.
(g) "Enrollment Date" shall mean the first day of each Offering Period.
(h) "Exercise Date" shall mean the last day of each Offering
Period.
(i) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:
(1) If the Common Stock is listed on a national securities
exchange (including the New York, American or NASDAQ National
Market System) in the United States on the date of such
determination, the Fair Market Value shall be deemed to be the
average of the high and low sale prices per share of such
stock on such national securities exchange in the United
States on such date, as published by the Wall Street Journal
or other reliable publication. If the Common Stock is listed
on more than one national securities exchange in the United
States on the date of such determination, the Board (or the
Committee) shall determine, in its discretion, which
national securities exchange shall be used
for the purpose of determining the Fair Market Value, or;
(2) If on the date of determination a public market exists for the
Common Stock but such stock is not listed on a national
securities exchange in the United States, the Fair
Market Value shall be deemed to be the mean between the
closing bid and asked quotations in the over-the-counter
market for such stock in the United States
on the date of determination.
(j) "Offering Period" shall have the meaning provided in Section 4 below.
(k) "Plan" shall mean this Employee Stock Purchase Plan.
(l) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or
on the Exercise Date, whichever is lower; provided, however, that
the Purchase Price may be adjusted by the Board pursuant to Section 20.
(m) "Subsidiary" shall mean a corporation, domestic or foreign,
of which not less than 50% of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now exists
or is hereafter organized or acquired by the Company or a
Subsidiary.
(n) "Trading Day" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.
3. Eligibility
-----------
Each person who is an Eligible Employee on a given Enrollment
Date shall be eligible to participate in the Plan. Any provisions
of the Plan to the contrary notwithstanding, no person shall be
granted an option under the Plan (i) to the extent that,
immediately after the grant, such person (or any other person whose
stock would be attributed to such person pursuant to Section 424(d)
of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent
(5%) or more of the total combined voting power or value of all
classes of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its
Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the fair market
value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
4. Offering Periods
----------------
Except as otherwise provided below, the Plan shall be
implemented by consecutive offering periods of six (6) months
duration ("Offering Period"), commencing on May 1 and November 1 of
each year (beginning with May 1, 1999) and ending on the first
October 31 and April 30, respectively, occurring thereafter.
Notwithstanding the foregoing, the Board (or the Committee) may
establish a different term for one or more Offering Periods,
including the commencement and ending dates therefor with respect
to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning
of the first Offering Period to be affected thereafter. In the
event the first day of an Offering Period is not a Trading Day, the
Enrollment Date shall be the first preceding Trading Day. In the
event the last day of an Offering Period is not a Trading Day, the
Exercise Date shall be the first preceding Trading Date.
5. Participation
-------------
(a) An Eligible Employee may become a participant in the Plan by
completing a subscription agreement, in the form of Exhibit A to
this Plan, and filing it with the Company's payroll office not less
than five (5) business days prior to the applicable Enrollment
Date. The subscription agreement will (i) authorize payroll
deductions and state the amount of eligible compensation to be
deducted from the participant's pay, (ii) indicate any additional
amount to be contributed as provided in Section 6(e) below and
(iii) authorize the purchase of shares of Common Stock for the
employee's account in accordance with the terms of the Plan.
(b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the
last payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided
in Section 10 hereof. In addition, such participant's subscription
agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof or unless
terminated as provided in Section 6(e) hereof.
6. Payroll Deductions and Lump Sum Contributions
---------------------------------------------
(a) At the time a participant files his or her subscription
agreement, he or she may elect to have payroll deductions made on
each payday during the Offering Period, in an amount not exceeding
$2,000.00 divided by the number of pay periods in such Offering
Period. If a participant elects under Sections 6(e) and 5 to make a
lump-sum contribution during an Offering Period, the total payroll
deductions and/or lump-sum contributions may not exceed $2,000.00
for such Offering Period.
(b) All payroll deductions and lump-sum contributions in
accordance with this Section 6 made for or by a participant shall
be credited to his or her account under the Plan.
(c) A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may decrease (but not
increase) the rate of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction
rate. A participant may decrease his or her payroll deduction rate
no more than one (1) time each Offering Period. The change in rate
shall be effective with the first full payroll period following
five (5) business days after the Company's receipt of the new
subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant's subscription
agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof, or except as
provided in Section 6(e).
(d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3 hereof, a
participant's payroll deductions may be decreased to zero percent
(0%) at any time during an Offering Period. Payroll deductions
shall recommence at the rate provided in such participant's
subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 10
hereof.
(e) For any Offering Period, in lieu of or in addition to payroll
deductions allowed hereunder, an Eligible Employee may contribute a
lump-sum amount for the purchase of Common Stock under the Plan.
Such lump-sum amount may be less than, but shall not exceed, the
amount the Eligible Employee has indicated will be made as a lump-
sum contribution on a timely-filed subscription agreement as
provided in Section 5. All lump-sum contributions made pursuant to
this Section 6 must be received by the Company not less than
fifteen (15) days prior to an applicable Exercise Date. In the
event that the aggregate amount of timely-made lump-sum
contributions by a participant during an Offering Period is less
than the amount of lump-sum contributions such participant has
indicated will be made on his or her subscription agreement, the
subscription agreement shall be deemed terminated (but only as to
such lump-sum contribution amount) for succeeding Offering Periods,
and such aggregate amount of timely-made lump-sum
contributions shall be deemed to be the elected amount of lump-sum
contributions for succeeding Offering Periods, unless the participant
discontinues participation in the Plan as provided in Section 10
hereof or unless such participant timely completes and files with
the Company a new subscription agreement in accordance with Section 5.
(f) At the time the option is exercised, in whole or in part, or
at the time some or all of the Company's Common Stock issued under
the Plan is disposed of, the participant must make adequate
provision for the Company's federal, state, or other tax
withholding obligations, if any, which arise upon the exercise of
the option or the disposition of the Common Stock. At any time, the
Company may, but shall not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to
meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock
by the participant.
7. Grant of Option
---------------
(a) On the Enrollment Date of each Offering Period, each Eligible
Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of the
Company's Common Stock determined by dividing (i) such Eligible
Employee's payroll deductions accumulated prior to such Exercise
Date (and lump sum contributions received not less than fifteen
(15) days prior to such Exercise Date) and retained in the
participant's account as of the Exercise Date, by (ii) the
applicable Purchase Price; provided that in no event shall an
Eligible Employee be permitted to purchase during each Offering
Period more than four hundred (400) shares (subject to any
adjustment pursuant to Section 19), and provided further that such
purchase shall be subject to the limitations set forth in Section 3
hereof. Exercise of the option shall occur as provided in Section 8
hereof, unless the participant has withdrawn pursuant to Section 10
hereof. The option shall expire on the last day of the Offering
Period, unless the remaining provisions of this Section 7 shall apply.
(b) An option shall expire on the date that the employment of the
Eligible Employee with the Company and its Subsidiaries terminates
for any reason other than the death or disability of such Eligible
Employee.
(c) If the employment of the Eligible Employee with the Company
terminates by reason of the death of such Eligible Employee, an
outstanding option held by such employee shall expire on the
Exercise Date for such option.
(d) If the employment of the Eligible Employee with the Company
terminates by reason of the full or permanent disability of such
employee, an outstanding option held by such employee shall become
exercisable on the earlier of (i) the Exercise Date for such option
or (ii) the 90th calendar day following the date on which such
disability occurs (as such date is determined by the Board or the
Committee); thereafter, such option shall terminate and expire.
8. Exercise of Option
------------------
Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to option shall be purchased
for such participant at the applicable Purchase Price with the
accumulated payroll deductions and lump-sum contributions in his or
her account. No fractional shares shall be purchased; any amounts
accumulated in a participant's account which are not sufficient to
purchase a full share shall be retained in the participant's
account for the subsequent Offering Period, subject to earlier
withdrawal by the participant as provided in Section 10 hereof.
During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her, except that the
legal guardian of an incapacitated person may exercise an option
subject to the provisions of Section 7(d).
9. Delivery
--------
As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery
to each participant, as appropriate, the shares purchased upon
exercise of his or her option.
10. Withdrawal
----------
(a) A participant may withdraw all but not less than all the
payroll deductions and lump-sum contributions credited to his or
her account and not yet used to exercise his or her option under
the Plan at any time by giving written notice to the Company in the
form of Exhibit B to this Plan. All of the participant's amounts
credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such
participant's option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of
shares shall be made for such Offering Period. If a participant
withdraws from an Offering Period, payroll deductions shall not
resume at the beginning of the succeeding Offering Period unless
the participant delivers to the Company a new subscription agreement.
(b) A participant's withdrawal from an Offering Period shall not
have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in
succeeding Offering Periods which commence after the termination of
the Offering Period from which the participant withdraws.
11. Termination of Employment Other than from Death or Disability
-------------------------------------------------------------
Upon a participant's ceasing to be an Eligible Employee for
any reason other than death or disability, he or she shall be
deemed to have elected to withdraw from the Plan and the payroll
deductions and lump-sum contributions credited to such
participant's account during the Offering Period but not yet used
to exercise the option shall be returned to such participant, and
such participant's option shall be automatically terminated.
12. Interest
--------
No interest shall accrue on the payroll deductions or lump-
sum contributions of a participant in the Plan.
13. Stock.
-----
(a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of
shares of the Company's Common Stock which shall be made available
for sale under the Plan shall be one million five hundred thousand
(1,500,000) shares. If, on a given Exercise Date, the number of
shares with respect to which options are to be exercised exceeds
the number of shares then available under the Plan, the Company
shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as
it shall determine to be equitable.
(b) The participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan shall
be registered in the name of the participant or in the name of the
participant and his or her spouse.
14. Administration
--------------
The Plan shall be administered by the compensation committee
(the "Committee") of the Board, consisting of not less than three
(3) members appointed by the Board and serving at the Board's
pleasure. Each member of the Committee shall be a member of the
Board and shall be a "disinterested person" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934 or a successor
rule or regulation. The Committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms
of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and
determination made by the Committee shall, to the full extent
permitted by law, be final and binding upon all parties.
15. Designation of Beneficiary
--------------------------
A participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such
participant's death subsequent to an Exercise Date on which the
option is exercised but prior to delivery to such participant of
such shares and cash. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective.
16. Transferability
---------------
Neither payroll deductions (nor lump-sum contributions)
credited to a participant's account nor any rights with regard to
the exercise of an option or to receive shares under the Plan may
be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution or as
provided in Section 15 hereof) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an
election to withdraw funds from an Offering Period in accordance
with Section 10 hereof.
17. Use of Funds
------------
All payroll deductions or lump-sum contributions received or
held by the Company under the Plan may be used by the Company for
any corporate purpose, and the Company shall not be obligated to
segregate such funds.
18. Reports
-------
Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participants
at least annually, which statements shall set forth the amounts of
payroll deductions and lump-sum contributions, the Purchase Price,
the number of shares purchased and the remaining cash balance, if
any.
19. Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale
--------------------------------------------------------------
(a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the aggregate number of shares of
Common Stock available for grant as options (as set forth in
Section 13), the aggregate number of shares of Common Stock subject
to each outstanding option, the maximum number of shares each
participant may purchase per Offering Period (pursuant to Section
7), as well as the price per share for shares which have not yet
been exercised shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt
of consideration". Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then
in progress shall be shortened by setting a new Exercise Date (the
"New Exercise Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Exercise Date shall be
before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's option has been changed to
the New Exercise Date and that the participant's option shall be
exercised automatically on the New Exercise Date, unless prior to
such date the participant has withdrawn from the Offering Period as
provided in Section 10 hereof.
(c) Merger or Asset Sale. In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each outstanding
option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to
assume or substitute for the option, the Offering Period then in
progress shall be shortened by setting a new Exercise Date (the
"New Exercise Date"). The New Exercise Date shall be before the
date of the Company's proposed sale or merger. The Board shall
notify each participant in writing, at least ten (10) business days
prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on
the New Exercise Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10
hereof.
20. Amendment or Termination
------------------------
(a) The Board of Directors of the Company may at any time and for
any reason terminate or amend the Plan. Except as provided in
Section 19 hereof, no such termination can affect options
previously granted, provided that an Offering Period may be
terminated by the Board of Directors on any Exercise Date if the
Board determines that the termination of the Offering Period or the
Plan is in the best interests of the Company and its stockholders.
Except as provided in Section 19 and Section 20 hereof, no
amendment may make any change in any option theretofore granted
which adversely affects the rights of any participant. To the
extent necessary to comply with Section 423 of the Code (or any
other applicable law, regulation or stock exchange rule), the
Company shall obtain shareholder approval in such a manner and to
such a degree as required.
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely
affected," the Board (or the Committee) shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes
in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or
mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the
participant's compensation or made as lump-sum contributions,
allow, if permissible under relevant law, for the issuance of "net
shares" to participants (representing the participant's gain, if
any, at the end of an Offering Period), and establish such other
limitations or procedures as the Board (or the Committee)
determines in its sole discretion advisable which are consistent
with the Plan.
(c) In the event the Board determines that the ongoing operation
of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent
necessary or desirable, modify or amend the Plan to reduce or
eliminate such accounting consequence including, but not limited
to:
(i) altering the Purchase Price for any Offering Period including
an Offering Period underway at the time of the change in Purchase Price;
(ii) shortening any Offering Period so that Offering Period ends on
a new Exercise Date, including an Offering Period underway at the
time of the Board action; and
(iii) allocating shares.
Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants.
21. Notices
-------
All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the
Company for the receipt thereof.
22. Conditions Upon Issuance of Shares
----------------------------------
Shares shall not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant
at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to
sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
23. Effective Date; Term of Plan
----------------------------
The Plan shall become effective May 1, 1999. Unless
terminated sooner pursuant to the provisions contained herein, the
Plan shall terminate on April 30, 2009.
IN WITNESS WHEREOF, the undersigned has caused this 1999
Employee Stock Purchase Plan to be executed as of this 15th day of
April, 1999.
AMERICAN FREIGHTWAYS CORPORATION
By:/s/ Will Garrison
-----------------------------------
Its: Will Garrison, Secretary/Treasurer
------------------------------------
EXHIBIT A
---------
AMERICAN FREIGHTWAYS CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_____ Original Application (Enrollment Date: __________)
_____ Change in Payroll Deduction Rate and/or Lump-Sum
Contributions
1. __________________________________ hereby elects to
participate in the American Freightways Corporation 1999 Employee
Stock Purchase Plan (the "Plan") and subscribes to purchase shares
of the Company's Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.
2. I hereby subscribe to acquire shares in accordance with
the Plan through payroll deductions and/or lump-sum contributions
which I hereby authorize as follows:
a. $________. Withhold this total amount from my
paychecks evenly throughout the six month Offering Period.
b. $________. I will timely make a lump-sum
contribution(s) equal to this amount.
Please note that the sum of a. and b. cannot exceed
$2,000.00.
3. I understand that said payroll deductions shall be
accumulated for the purchase of shares of Common Stock at the
applicable Purchase Price determined in accordance with the Plan.
I understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions and lump-sum contributions will be
used to automatically exercise my option.
4. I have received a copy of the complete Employee Stock
Purchase Plan. I understand that my participation in the Plan is in
all respects subject to the terms of the Plan. I understand that my
ability to exercise the option under this Subscription Agreement is
subject to stockholder approval of the Plan.
5. Shares purchased for me under the Employee Stock Purchase
Plan should be issued in the name(s) of (participant or participant
and spouse only): ______________________
6. I understand that if I dispose of any shares received by
me pursuant to the Plan within 2 years after the first day of the
Offering Period during which I purchased such shares, I will be
treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the
excess of the fair market value of the shares at the time such
shares were purchased by me over the price which I paid for the
shares. I hereby agree to notify the Company in writing within 30
days after the date of any disposition of shares and I will make
adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common
Stock. The Company may, but will not be obligated to, withhold from
my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make
available to the Company
any tax deductions or benefits
attributable to sale or early disposition of Common Stock by me. If
I dispose of such shares at any time after the expiration of the 2-
year holding period, I understand that I will be treated for
federal income tax purposes as having received income only at the
time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser
of (1) the excess of the fair market value of the shares at the
time of such disposition over the purchase price which I paid for
the shares, or (2) 15% of the fair market value of the shares on
the first day of the Offering Period. The remainder of the gain, if
any, recognized on such disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Employee
Stock Purchase Plan. The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the
Plan.
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN
EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY
ME. HOWEVER, IF I HAVE ELECTED TO MAKE A LUMP-SUM CONTRIBUTION(S),
AND I FAIL TO TIMELY MAKE THE FULL AMOUNT AS INDICATED ON THIS
SUBSCRIPTION AGREEMENT, THE AMOUNT(S) OF SUCH LUMP-SUM
CONTRIBUTION(S) ACTUALLY MADE DURING THE OFFERING PERIOD SHALL
BECOME MY DEEMED ELECTED AMOUNT OF LUMP-SUM CONTRIBUTIONS FOR
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ___________________ _________________________________
Signature of Employee
EXHIBIT B
---------
AMERICAN FREIGHTWAYS CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the 1999
American Freightways Corporation Employee Stock Purchase Plan which
began on ___________ 19____ (the "Enrollment Date") hereby notifies
the Company that he or she hereby withdraws from the Offering
Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions
and lump-sum contributions credited to his or her account with
respect to such Offering Period. The undersigned understands and
agrees that his or her options for such Offering Period will be
automatically terminated. The undersigned understands further that
no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be
eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.
Name and Address of Participant:
__________________________________
__________________________________
__________________________________
Signature:
__________________________________
Date:
__________________________________