Exhibit 10.2
MARLIN BUSINESS SERVICES CORP.
2003 EMPLOYEE STOCK PURCHASE PLAN
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TABLE OF CONTENTS
I. PURPOSE OF THE PLAN................................ 1
II. DEFINITIONS........................................ 1
III. ADMINISTRATION OF THE PLAN......................... 4
IV. STOCK SUBJECT TO PLAN.............................. 4
V. OFFERING PERIODS................................... 4
VI. ELIGIBILITY........................................ 5
VII. PAYROLL DEDUCTIONS................................. 5
VIII. PURCHASE RIGHTS.................................... 6
IX. ACCRUAL LIMITATIONS................................ 9
X. EFFECTIVE DATE AND TERM OF THE PLAN................ 10
XI. AMENDMENT OF THE PLAN.............................. 10
XII. GENERAL PROVISIONS................................. 11
SCHEDULE A.................................................. A-1
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I. PURPOSE OF THE PLAN
The Plan (as defined in Article II) is intended to promote the
interests of the Company (as defined in Article II) by providing eligible
employees of a Participating Employer (as defined in Article II) with the
opportunity to acquire a proprietary interest in the Company through
participation in a payroll deduction-based employee stock purchase plan designed
to qualify under section 423 of the Code. The Plan is not intended and shall not
be construed as constituting an "employee benefit plan," within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
II. DEFINITIONS
A. "Board" shall mean the Company's Board of Directors.
B. "Change in Control" shall mean a change in ownership of the Company
pursuant to any of the following transactions:
(i) Any "person" (as such term is used in sections 13(d) and
14(d) of the Exchange Act) becomes a "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 40% of the voting
power of the then outstanding securities of the Company; provided that
a Change in Control shall not be deemed to occur as a result of the
initial public offering of the Common Stock and a Change in Control
shall not be deemed to occur as a result of a transaction in which the
Company becomes a subsidiary of another corporation and in which the
shareholders of the Company, immediately prior to the transaction, will
beneficially own, immediately after the transaction, shares entitling
such shareholders to more than 40% of all votes to which all
shareholders of the parent corporation would be entitled in the
election of directors (without consideration of the rights of any class
of stock to elect directors by a separate class vote);
(ii) The consummation of (A) a merger or consolidation of the
Company with another corporation where the shareholders of the Company,
immediately prior to the merger or consolidation, will not beneficially
own, immediately after the merger or consolidation, shares entitling
such shareholders to more than 40% of all votes to which all
shareholders of the surviving corporation would be entitled in the
election of directors (without consideration of the rights of any class
of stock to elect directors by a separate class vote), (B) a sale or
other disposition of all or substantially all of the assets of the
Company, or (C) a liquidation or dissolution of the Company; or
(iii) After the date on which this Plan is approved by the
shareholders of the Company, directors are elected such that a majority
of the members of the Board shall have been members of the Board for
less than two years, unless the election or nomination for election of
each new director who was not a director at the beginning of such
two-year period was approved by a vote of
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at least two-thirds of the directors then still in office who were
directors at the beginning of such period.
C. "Code" shall mean the Internal Revenue Code of 1986, as amended.
D. "Common Stock" shall mean the common stock of the Company.
E. "Company Affiliate" shall mean any parent or subsidiary corporation
of the Company (as determined in accordance with section 424 of the Code),
whether now existing or subsequently established.
F. "Company" shall mean Marlin Business Services Corp., a Pennsylvania
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Marlin Business Services Corp. that shall by
appropriate action adopt the Plan.
G. "Compensation" shall mean (i) the regular base salary paid to a
Participant by one or more Participating Employers during the Participant's
period of participation in one or more offering periods under the Plan plus (ii)
all overtime payments, commissions, profit-sharing distributions or other
incentive-type payments received during such period. Such Compensation shall be
calculated before deduction of (A) any income or employment tax withholdings or
(B) any contributions made by the Participant to any section 401(k) of the Code
salary deferral plan or any section 125 of the Code cafeteria benefit program
now or hereafter established by the Company or any Company Affiliate. However,
Compensation shall NOT include any contributions made by the Company or any
Company Affiliate on the Participant's behalf to any employee benefit or welfare
plan now or hereafter established (other than section 401(k) of the Code or
section 125 of the Code contributions deducted from such Compensation).
H. "Effective Time" shall mean the time at which the Underwriting
Agreement is executed and the Common Stock is priced for the initial public
offering of such Common Stock. Any Company Affiliate that becomes a
Participating Employer after such Effective Time shall designate an effective
date with respect to its employee-Participants.
I. "Eligible Employee" shall mean any person who is employed by a
Participating Employer on a basis under which he or she is regularly expected to
render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under section 3401(a) of
the Code.
J. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
K. "Fair Market Value" per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as
such price is reported by the National Association of Securities
Dealers on the Nasdaq National Market and
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published in The Wall Street Journal. If there is no closing selling
price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding
date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape
of transactions on such exchange and published in The Wall Street
Journal. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.
(iii) For purposes of the initial offering period that begins
at the Effective Time, the Fair Market Value shall be deemed to be
equal to the price per share at which the Common Stock is sold in the
initial public offering pursuant to the Underwriting Agreement.
L. "1933 Act" shall mean the Securities Act of 1933, as amended.
M. "Participant" shall mean any Eligible Employee of a Participating
Employer who is actively participating in the Plan.
N. "Participating Employer" shall mean the Company and such Company
Affiliate(s) as may be authorized from time to time by the Board to extend the
benefits of the Plan to their Eligible Employees. The Participating Employers in
the Plan are listed in the attached Schedule A.
O. "Plan" shall mean the Marlin Business Services Corp. 2003 Employee
Stock Purchase Plan, as set forth in this document.
P. "Plan Administrator" shall mean the committee of two (2) or more
Board members appointed by the Board to administer the Plan or such other
committee appointed by the Board to administer the Plan.
Q. "Purchase Date" shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be June 30, 2004.
R. "Purchase Interval" shall mean each successive six (6)-month period
within a particular offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.
S. "Stock Exchange" shall mean either the American Stock Exchange or
the New York Stock Exchange.
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T. "Underwriting Agreement" shall mean the agreement between the
Company and the underwriter or underwriters managing the initial public offering
of the Common Stock.
III. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full discretionary authority to
interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem necessary in order to
comply with the requirements of section 423 of the Code. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan. As a condition of participating in the Plan, all Participants must
acknowledge, in writing or by completing the enrollment forms to participate in
the Plan, that all decisions and determinations of the Plan Administrator shall
be final and binding on the Participant, his or her beneficiaries and any other
person having or claiming an interest under the Plan on behalf of the
Participant.
IV. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be limited to 200,000
shares.
B. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Company's receipt of consideration, appropriate adjustments shall be made to
(i) the maximum number and class of securities issuable under the Plan, (ii) the
maximum number and class of securities purchasable per Participant on any one
Purchase Date, (iii) the maximum number and class of securities purchasable in
total by all Participants on any one Purchase Date, and (iv) the number and
class of securities and the price per share in effect under each outstanding
purchase right, in order to prevent the dilution or enlargement of benefits
thereunder.
V. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of overlapping offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.
B. Each offering period shall be of such duration (not to exceed twelve
(12) months) as determined by the Plan Administrator prior to the start date of
such offering period. Offering periods shall commence at six (6) month intervals
on the first business day of January and July each year over the term of the
Plan. Accordingly, two (2) separate offering periods shall commence in each
calendar year the Plan remains in existence. However, the initial offering
period shall commence at the Effective Time and terminate on the last business
day in December 2004.
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C. Each offering period shall consist of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in January to the last business day in June each year and from the
first business day in July to the last business day in December each year.
However, the first Purchase Interval in effect under the initial offering period
shall commence at the Effective Time and terminate on the last business day in
June 2004.
D. Should the Fair Market Value per share of Common Stock on any
Purchase Date within a particular offering period be less than the Fair Market
Value per share of Common Stock on the start date of that offering period, then
the individuals participating in such offering period shall, immediately after
the purchase of shares of Common Stock on their behalf on such Purchase Date, be
transferred from that offering period and automatically enrolled in the next
offering period commencing after such Purchase Date.
VI. ELIGIBILITY
A. Each individual who is an Eligible Employee on the start date of any
offering period under the Plan may enter that offering period on such start
date. However, an Eligible Employee may participate in only one offering period
at a time. For the initial offering period commencing at the Effective Time,
each individual who is an Eligible Employee at that time shall automatically be
enrolled as a Participant with a contribution rate equal to ten percent (10%) of
his or her Compensation.
B. Except as otherwise provided in Sections V.D and VI.A. above, an
Eligible Employee must, in order to participate in the Plan for a particular
offering period, complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) at such time on or before the start date of that offering period, as
determined by the Plan Administrator.
VII. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any multiple
of one percent (1%) of the Compensation paid to the Participant during each
Purchase Interval within that offering period, up to a maximum of ten percent
(10%). The deduction rate so authorized shall continue in effect throughout the
offering period, except to the extent such rate is changed in accordance with
the following guidelines:
(i) The Participant may, at any time during the offering
period, reduce his or her rate of payroll deduction (or, to the extent
applicable, the percentage of Compensation to serve as his or her lump
sum contribution for the initial Purchase Interval of the first
offering period) to become effective as soon as possible after filing
the appropriate form with the Plan Administrator. The Participant may
not, however, effect more than one (1) such reduction per Purchase
Interval.
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(ii) The Participant may, prior to the commencement of any new
Purchase Interval within the offering period, increase the rate of his
or her payroll deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the ten percent (10%)
maximum) shall become effective on the start date of the first Purchase
Interval following the filing of such form.
B. Payroll deductions shall begin on the first pay day administratively
feasible following the start date of the offering period and shall (unless
sooner terminated by the Participant) continue through the pay day ending with
or immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be required
to be held in any segregated account or trust fund and may be commingled with
the general assets of the Company and used for general corporate purposes.
C. For the initial Purchase Interval of the first offering period under
the Plan, no payroll deductions shall be required of the Participant until such
time as the Participant affirmatively elects to commence such payroll deductions
following his or her receipt of the 1993 Act prospectus for the Plan. In the
absence of such payroll deductions, if the Participant elects to have shares of
Common Stock purchased on his or her behalf on the Purchase Date for that
initial Purchase Interval, the Participant will be required to contribute the
applicable percentage of his or her Compensation to the Plan in a lump sum
payment immediately prior to the close of that Purchase Interval.
D. Payroll deductions shall automatically cease upon the termination of
the Participant's purchase right in accordance with the provisions of the Plan.
E. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition of
Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.
VIII. PURCHASE RIGHTS
A. Grant of Purchase Rights. A Participant shall be granted a separate
purchase right for each offering period in which he or she is enrolled. The
purchase right shall be granted on the start date of the offering period and
shall provide the Participant with the right to purchase shares of Common Stock,
in a series of successive installments during that offering period, upon the
terms set forth below. The Participant shall execute a stock purchase agreement
embodying such terms and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of section 424(d) of the Code) or hold outstanding
options or other rights to purchase,
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stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or any Company Affiliate.
B. Exercise of the Purchase Right. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions (or, to the extent
applicable, his or her lump sum contribution) for the Purchase Interval ending
on such Purchase Date to the purchase of whole shares of Common Stock at the
purchase price in effect for the Participant for that Purchase Date.
C. Purchase Price. The purchase price per share at which Common Stock
will be purchased on the Participant's behalf on each Purchase Date within the
particular offering period in which he or she is enrolled shall be equal to,
unless the Plan Administrator determines otherwise prior to the beginning of the
particular offering period, ninety-five percent (95%) of the lower of (i) the
Fair Market Value per share of Common Stock on the start date of that offering
period or (ii) the Fair Market Value per share of Common Stock on that Purchase
Date.
D. Number of Purchasable Shares. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the particular
offering period in which he or she is enrolled shall be the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions during the Purchase Interval ending with that Purchase Date
(or, to the extent applicable, his or her lump sum contribution for that
Purchase Interval) by the purchase price in effect for the Participant for that
Purchase Date. However, the maximum number of shares of Common Stock purchasable
per Participant on any one Purchase Date shall not exceed 900 shares, subject to
periodic adjustments in the event of certain changes in the Company's
capitalization. In addition, the maximum number of shares of Common Stock
purchasable in total by all Participants in the Plan on any one Purchase Date
shall not exceed 50,000 shares, subject to periodic adjustments in the event of
certain changes in the Company's capitalization. However, the Plan Administrator
shall have the discretionary authority, exercisable prior to the start of any
offering period under the Plan, to increase or decrease the limitations to be in
effect for the number of shares purchasable per Participant and in total by all
Participants enrolled in that particular offering period on each Purchase Date
which occurs during that offering period.
E. Excess Payroll Deductions. Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
total by all Participants on the Purchase Date shall be promptly refunded.
F. Suspension of Payroll Deductions. In the event that a Participant
is, by reason of the accrual limitations in Article IX, precluded from
purchasing additional shares of Common Stock on one or more Purchase Dates
during the offering period in which he or she is enrolled, then no further
payroll deductions shall be collected from such Participant with respect to
those
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Purchase Dates. The suspension of such deductions shall not terminate the
Participant's purchase right for the offering period in which he or she is
enrolled, and payroll deductions shall automatically resume on behalf of such
Participant once he or she is again able to purchase shares during that offering
period in compliance with the accrual limitations of Article IX.
G. Withdrawal from Offering Period. The following provisions shall
govern the Participant's withdrawal from an offering period:
(i) A Participant may withdraw from the offering period in
which he or she is enrolled at any time prior to the next scheduled
Purchase Date by filing the appropriate form with the Plan
Administrator (or its designate), and no further payroll deductions
shall be collected from the Participant with respect to that offering
period. Any payroll deductions collected during the Purchase Interval
in which such withdrawal occurs shall, at the Participant's election,
be immediately refunded or held for the purchase of shares on the next
Purchase Date. If no such election is made at the time of such
withdrawal, then the payroll deductions collected from the Participant
during the Purchase Interval in which such withdrawal occurs shall be
refunded as soon as possible.
(ii) The Participant's withdrawal from a particular offering
period shall be irrevocable, and the Participant may not subsequently
rejoin that offering period at a later date. In order to resume
participation in any subsequent offering period, such individual must
re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before the start date of that offering period.
H. Termination of Purchase Right. Should the Participant cease to
remain an Eligible Employee for any reason (including death, disability or
change in status) while his or her purchase right remains outstanding, then that
purchase right shall immediately terminate, and all of the Participant's payroll
deductions for the Purchase Interval in which the purchase right so terminates
shall be immediately refunded.
I. Change in Control. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to, unless the
Plan Administrator determines otherwise prior to the beginning of the particular
offering period, ninety-five percent (95%) of the lower of (i) the Fair Market
Value per share of Common Stock on the start date of the offering period in
which such individual is enrolled at the time of such Change in Control or (ii)
the Fair Market Value per share of Common Stock immediately prior to the
effective date of such Change in Control. However, the applicable limitation on
the number of shares of Common Stock purchasable per Participant shall continue
to apply to any such purchase, but not the limitation applicable to the maximum
number of shares of Common Stock purchasable in total by all Participants on any
one Purchase Date.
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The Company shall use its best efforts to provide at least ten (10)
days' prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.
J. Proration of Purchase Rights. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.
K. Assignability. The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.
L. Shareholder Rights. A Participant shall have no shareholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant's behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.
IX. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans (within the meaning of
section 423 of the Code)) of the Company or any Company Affiliate, would
otherwise permit such Participant to purchase more than Twenty-Five Thousand
Dollars ($25,000.00) worth of stock of the Company or any Company Affiliate
(determined on the basis of the Fair Market Value per share on the date or dates
such rights are granted) for each calendar year such rights are at any time
outstanding.
B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue in a series of installments on each
successive Purchase Date during the offering period in which such right
remains outstanding.
(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock
under one or more other purchase rights at a rate equal to Twenty-Five
Thousand Dollars ($25,000.00) worth of Common Stock (determined on the
basis of the Fair Market Value per share on the date or dates of grant)
for each calendar year such rights were at any time outstanding.
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C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the payroll
deductions that the Participant made during that Purchase Interval with respect
to such purchase right shall be promptly refunded.
D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
X. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on October 12, 2003, and shall
become effective at the Effective Time, provided no purchase rights granted
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the shareholders of
the Company and (ii) the Company shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such shareholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect, and all sums collected from Participants during
the initial offering period hereunder shall be refunded.
B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the last business day in October 2013, (ii) the date on
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Change in Control. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.
XI. AMENDMENT OF THE PLAN
A. The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Company will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the Company to recognize
compensation expense in the absence of such amendment or termination.
B. In no event may the Board effect any of the following amendments or
revisions to the Plan without the approval of the Company's shareholders: (i)
increase the number of shares of Common Stock issuable under the Plan, except
for permissible adjustments
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in the event of certain changes in the Company's capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares
of Common Stock purchasable under the Plan or (iii) modify the eligibility
requirements for participation in the Plan.
XII. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Company; however, each Plan Participant shall bear all
costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan.
B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Company or any Company Affiliate for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Company Affiliate employing such person) or of the
Participant, which rights are hereby expressly reserved by each, to terminate
such person's employment at any time for any reason, with or without cause.
C. The provisions of the Plan shall be governed by the laws of the
Commonwealth of Pennsylvania, without resort to that Commonwealth's
conflict-of-laws rules.
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SCHEDULE A
PARTICIPATING EMPLOYERS
Marlin Leasing Corporation
A-1