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EXHIBIT 10.15
FIRST AVIATION SERVICES INC.
EMPLOYEE STOCK PURCHASE PLAN
1. DEFINITIONS.
(a) "Base Pay" means a Qualified Employee's gross pay for a
40-hour week, including overtime payments, bonuses and sales commission, but
excluding relocation or attributed types of compensation, and other special
payments, fees or allowances.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended and
as it may be amended from time to time.
(d) "Committee" has the meaning set forth in Section 13 hereof.
(e) "Common Stock" means the Common Stock of the Company, $0.01
par value per share.
(f) "Company" means First Aviation Services Inc., a Delaware
corporation, and its successors.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and as it may be amended from time to time.
(h) "Exercise Date" has the meaning set forth in Section 4(a)
hereof.
(i) "Fair Market Value" means the average of the high and low
price of the Common Stock on the NASDAQ National Market System as reported and
published in the Eastern Edition of The Wall Street Journal, or if there is no
trading of the Common Stock on the date in question, then the average of the
high and low price of the Common Stock, as so reported and published, on the
next preceding date on which there was trading in the Common Stock; provided,
however, that the Committee, in determining such Fair Market Value, may utilize
such other exchange, market or other factors affecting value of the Common
Stock as it may deem appropriate.
(j) "Grant Date" has the meaning set forth in Section 4(a) hereof.
(k) "Offering Period" means the six month term of options under
this Plan, commencing on January 1 and July 1 of each year; provided, however
that the first
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Offering Period shall be an eight month term commencing on May 1, 1997 and
ending on December 31, 1997.
(l) "Option Price" has the meaning set forth in Section 5(b)
hereof.
(m) "Participant" means a Qualified Employee who elects to
participate in this Plan during an Offering Period.
(n) "Personal Representative" means the person or persons who,
upon the death or Total Disability of a Participant, shall have acquired, on
behalf of the Participant by legal proceeding or under the laws of descent and
distribution or otherwise, the right to exercise the Participant's rights
under, or to receive the benefits specified in, this Plan.
(o) "Plan" means this First Aviation Services Inc. Employee Stock
Purchase Plan, as it may be amended from time to time.
(p) "Qualified Employee" means any employee of the Company or any
Subsidiary who has completed 12 months of continuous service with the Company
or a Subsidiary as of the Grant Date and who is customarily employed for more
than 20 hours per week and more than five months in a calendar year.
Notwithstanding the foregoing, the term "Qualified Employee" does not include
any employee who, immediately after the option is granted, owns (within the
meaning of Sections 423(b)(3) and 424(d) of the Code) stock representing 5% or
more of the total combined voting power or value of all classes of stock of the
Company or a Subsidiary.
With respect to employees of Aircraft Parts International
("API") who became employees of the Company upon the Company's acquisition of
API from AMR Combs, Inc., continuous service with the Company or a Subsidiary
shall include, for purposes of determining an individual's status as a
Qualified Employee only, such individual's continuous employment with API prior
to becoming employed by the Company.
(q) "Subsidiary" means any corporation or other entity, at least a
majority of whose outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Company.
All references herein to the masculine shall also be references to the
feminine or neuter as appropriate.
2. PURPOSE, SUMMARY. The purpose of this Plan is to assist
Qualified Employees in acquiring a stock ownership interest in the Company
pursuant to a plan which is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Code. Under this Plan, Participants are deemed
to have been granted options to purchase shares of Common Stock. Participants
designate a certain amount of their
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Base Pay to be set aside during the Offering Period for the purpose of
purchasing Common Stock. At the end of the Offering Period, the Participants
are deemed to have exercised their options using the funds set aside for them
and the Company issues share certificates to them. The Plan is intended, among
other things, to provide an additional incentive to Participants, through the
ownership of Common Stock, to achieve business goals that would increase stock
values and to remain in the employ of the Company or a Subsidiary.
3. STOCK SUBJECT TO THIS PLAN. Subject to the provisions of
Section 10 hereof (relating to adjustments upon changes in capitalization), the
total number of shares available under this Plan is 250,000 shares of Common
Stock. Such shares may be authorized but unissued shares.
4. GRANT OF OPTIONS.
(a) IN GENERAL. Commencing May 1, 1997 and continuing
while this Plan remains in force, the Company will offer options to purchase
shares of Common Stock under this Plan to all Participants. The options will
be deemed to have been granted as of January 1 and July 1 (or, with respect to
the 1997 calendar year, as of May 1 only) of each year (each, a "Grant Date").
The term of each option shall be six months (eight months for the 1997 calendar
year), the last day of which shall be either June 30 or December 31, as
applicable, (the "Exercise Date"). The number of shares subject to each option
and deemed to be purchased by each Participant shall be the quotient, rounded
down to the nearest whole number, of (i) the aggregate payroll deductions
authorized by each Participant in accordance with Section 4(b) below made
during the Offering Period, divided by (ii) the Option Price. The grant of
options hereunder is subject to the approval of the Plan by the stockholders of
the Company. If stockholder approval is not received by or before December 15,
1997, this Plan shall be deemed to be terminated and the options granted
hereunder shall have no effect but instead shall be null and void.
(b) ELECTION TO PARTICIPATE; PAYROLL DEDUCTION
AUTHORIZATION. Except as provided in Section 4(d) below, a Qualified Employee
may participate in this Plan only by means of payroll deductions. Each
Qualified Employee who elects to participate in this Plan shall deliver to the
Company, no later than 15 days next preceding a Grant Date (or April 10 for the
1997 calendar year), or the next business day following the 15th day preceding
a grant date if such day is not a business day, a written payroll deduction
authorization in a form approved by the Company pursuant to which he gives
notice of his election to participate in this Plan as of the next following
Grant Date, and whereby he designates a stated amount to be deducted from his
Base Pay on each payday during the next Offering Period and credited to his
bookkeeping account under this Plan ("Account"). The stated amount to be
deducted from a Participant's Base Pay may not be less than $10.00 per pay
period. The aggregate stated amount for any Offering Period may not exceed
either of the following: (i) ten percent of the Participant's Base Pay during
the Offering Period; or (ii) an amount which will result in noncompliance
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with the $25,000 limitation stated in Section 4(c) below. Payroll deduction
authorizations may not be changed during the Offering Period. In the event the
number of shares of Common Stock subject to options during an Offering Period
exceeds the number of shares then available under this Plan, the available
shares shall be allocated among the Participants in proportion to the balance
of their Accounts at the end of the Offering Period, and any amounts credited
to their Accounts after giving effect to shares during purchased that Offering
Period shall be refunded to the Participants.
(c) $25,000 LIMITATION. No Participant shall be deemed
to have been granted an option under this Plan which would permit his rights to
purchase Common Stock under this Plan or any other employee stock purchase plan
of the Company or any Subsidiary to accrue at a rate which exceeds $25,000 of
Fair Market Value of Common Stock (determined as of the Grant Date of such
option) for each calendar year such option is outstanding. For purposes of
this subsection (c), the right to purchase Common Stock under an option accrues
when the option (or any portion thereof) becomes exercisable, and the right to
purchase Common Stock which has accrued during one Offering Period may not be
carried over to any subsequent Offering Period.
(d) LEAVES OF ABSENCE. During leaves of absence approved
by the Company and meeting the requirements of Treasury Regulation Section
1.421-7(h)(2), a Participant may continue participation in this Plan by making
cash payments to the Company on the Company's normal paydays equal to the
reduction in his payroll deduction attributable to his leave.
5. EXERCISE OF OPTIONS.
(a) IN GENERAL. On June 30 or December 31 of each
Offering Period, as applicable, each Participant automatically and without any
act on his part will be deemed to have exercised his option to the extent that
the balance then credited to his Account is sufficient to purchase whole shares
of Common Stock at the Option Price. The Company shall promptly refund to the
Participant any balance remaining in his Account, without interest thereon,
after giving effect to the purchase of such whole shares.
(b) "OPTION PRICE" DEFINED. The Option Price per share
to be paid by each Participant upon exercise of his option shall be an amount
equal to 85% of the Fair Market Value of Common Stock on the Grant Date or on
the Exercise Date, whichever amount is less.
(c) DELIVERY OF SHARE CERTIFICATES. Subject to Section
5(d) below, the Company will deliver to each Participant a certificate issued
in the Participant's name for the number of shares with respect to which his
option was exercised. The Company will deliver the certificate as soon as
practicable following the Exercise Date.
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(d) GOVERNMENT REGULATIONS. This Plan, the granting of
options under this Plan and the issuance of Common Stock pursuant hereto are
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any regulatory or governmental agency which may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith. Without limiting the generality of the foregoing, no options may be
granted under this Plan, and no shares may be issued by the Company, unless and
until, in each such case, all legal requirements applicable to the grant or
issuance have, in the opinion of counsel to the Company, been complied with.
In connection with the issuance of Common Stock hereunder, the Participant
shall, if requested by the Company, give assurances satisfactory to counsel to
the Company in respect of such matters as the Company may deem desirable to
assure compliance with all applicable legal requirements.
6. WITHDRAWAL FROM THIS PLAN.
(a) IN GENERAL. Any Participant may completely withdraw
from this Plan at any time. A Participant who desires to withdraw from this
Plan must deliver to the Company a notice of withdrawal in a form approved by
the Company. Promptly following the time when the notice of withdrawal is
delivered, the Company will refund to the Participant the amount of the balance
of his Account, without interest thereon, and the Participant's payroll
deduction authorization, interest in this Plan and option under this Plan shall
thereupon terminate.
(b) ELIGIBILITY FOLLOWING WITHDRAWAL. A Participant who
has withdrawn from this Plan shall again be eligible to participate in this
Plan upon expiration of the Offering Period during which the Participant
withdrew.
7. TERMINATION OF EMPLOYMENT FOR ANY REASON. If the employment
of a Participant by the Company or a Subsidiary terminates during an Offering
Period for any reason, his participation in this Plan automatically and without
any act on his part shall terminate as of the date of the termination of the
Participant's employment. The Company promptly will refund to the Participant
the amount of the balance of his Account, without interest thereon, and
thereupon his interest in and option under this Plan shall terminate. Nothing
in this Plan shall prevent the Company or any Subsidiary from terminating any
Participant's employment.
8. RESTRICTION UPON ASSIGNMENT. An option granted under this
Plan shall not be transferable and is exercisable during the Participant's
lifetime only by the Participant. The Company will not recognize any
assignment or purported assignment by a Participant of his option or of any
rights under his option or under this Plan.
9. NO RIGHTS AS STOCKHOLDER. With respect to shares of Common
Stock subject to an option, a Participant shall not be deemed to be a
stockholder and shall not have any of the rights or privileges of a stockholder
until a certificate for shares of Common Stock has been issued to the
Participant following the exercise of his option.
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10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the
outstanding shares of Common Stock are increased, decreased or changed into, or
exchange for, a different number or kind of shares or securities of the Company
through a reorganization or merger in which the Company is the surviving
entity, or through a combination, recapitalization, reclassification, stock
split, stock dividend, stock consolidation or otherwise, an appropriate
adjustment shall be made in the number and kind of shares that may be issued
under this Plan.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of all or substantially all of the property of the Company to
another corporation, this Plan shall terminate, and any outstanding options
shall terminate and the Company thereupon will promptly refund the balance of
the Participants' Accounts to the Participants, without interest thereon,
unless (i) the Committee shall determine, in its sole and absolute discretion,
that any or all options under this Plan shall accelerate and become immediately
exercisable or (ii) provision shall be made in connection with such transaction
for the assumption of options theretofore granted hereunder, or the
substitution for such options or new options covering the stock of a successor
employer corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to number and kind of shares and prices. If the Committee
determines to accelerate any or all of the options, the acceleration date
designated by the Committee shall be deemed to be the Exercise Date for the
purpose of computing the option price of the accelerated option.
In so adjusting Common Stock to reflect such changes, or in
determining that no such adjustment is necessary, the Committee may rely upon
the advice of independent counsel and accountants of the Company, and the
determination of the Committee shall be conclusive. No fractional shares of
stock shall be issued under this Plan on account of any such adjustment.
11. USE OF FUNDS; NO INTEREST PAID. All amounts withheld from
Participants' paychecks hereunder and credited to their Accounts will be
included in the general funds of the Company free of any trust or other
restriction and may be used by the Company for any corporate purpose. Under no
circumstances shall interest on such amounts be paid to any Participant or
credited to his Account.
12. AMENDMENT OF THIS PLAN. The Board may amend, suspend or
terminate this Plan at any time and from time to time; provided, however, that,
if any amendment would (i) materially increase the benefits accruing to
Participants under this Plan, (ii) materially increase the aggregate number of
shares of Common Stock that may be issued under this Plan, or (iii) materially
modify the requirements as to eligibility for participation in this Plan, then
to the extent required under Section 423 of the Code or any other applicable
law, or deemed necessary or advisable by the Board, such amendment shall be
subject to stockholder approval. Notwithstanding anything else
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contained herein, the Board shall have the right to designate from time to time
the Subsidiaries whose employees may be eligible to participate in the Plan and
such designations shall not constitute an amendment to the Plan requiring
stockholder approval in accordance with Treasury Regulation Section
1.423-2(c)(4).
13. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS. This Plan
shall be administered by a committee composed of not less than two directors of
the Company (the "Committee"), each of whom shall be a "non-employee" as such
term is defined in Rule 16b-3(b)(3) under the Exchange Act or any successor
provision of the Exchange Act so that the Committee members are qualified to
administer this Plan under such provision. Each member shall serve for a term
commencing on a date specified by the Board and continuing until he dies or
resigns or is removed from office by the Board. The Committee shall have the
power to make, amend and repeal rules and regulations for the interpretation
and administration of this Plan consistent with the qualification of this Plan
under Section 423 of the Code and consistent with Rule 16b-3 under the Exchange
Act.
14. TERM; APPROVAL BY STOCKHOLDERS. No option may be granted
during any period of suspension nor after termination of this Plan, and in no
event may any option be granted under this Plan after the date on which all of
the Common Stock available under this Plan has been purchased.
This plan shall be submitted for the approval of the Company's
stockholders within 12 months after the date of the Board's initial adoption of
this Plan and shall be effective upon its approval by the stockholders;
provided, however, effectiveness of this Plan shall be conditioned upon
consummation of a public offering of the Company's Common Stock on or before
March 15, 1997.
15. EFFECT UPON OTHER PLANS. The adoption of this Plan shall not
affect any other compensation or incentive plans in effect for the Company or
any Subsidiary. Nothing in this Plan shall be construed to limit the right of
the Company or any Subsidiary (a) to establish any other forms of incentives or
compensation for employees of the Company or any Subsidiary or (b) to grant or
assume options otherwise than under this Plan in connection with any proper
corporate purpose.
16. HEADINGS. Headings are provided herein for convenience only
and shall not serve as a basis for interpretation or construction of this Plan.
17. GOVERNING LAW. This Plan shall be governed by, and construed
and enforced in accordance with, the laws of the State of Connecticut. If any
provisions shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall continue to be fully
effective.
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