SELECTQUOTE, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
SelectQuote, Inc., a Delaware corporation (the "Company"), hereby
establishes this 1999 Employee Stock Purchase Plan (the "Plan").
1. PURPOSE OF PLAN. The purpose of the Plan is to enable Eligible
Employees (as defined in Section 3) who wish to become shareholders of the
Company a convenient and favorable method of doing so. The Plan is intended
to constitute an "employee stock purchase plan," as defined in Section 423(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be
interpreted and administered to further that intent.
2. ADMINISTRATION OF THE PLAN. The Plan will be administered by the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board"). Subject to the provisions of the Plan, the Committee
will have the complete authority to interpret the Plan, to adopt, amend and
rescind rules and procedures relating to the Plan, and to make all of the
determinations necessary or advisable for the administration of the Plan. All
such interpretations, rules, procedures and determinations will, in the
absence of fraud or patent mistake, be conclusive and binding on all persons
with any interest in the Plan.
3. ELIGIBLE EMPLOYEES. The term "Eligible Employees" means all
common law employees of the Company and each other corporation designated by
the Committee that hereafter becomes a majority-owned subsidiary of the
Company as of the beginning of each Offering Period (as defined in Section
5), except the following: (a) employees who have been continuously employed
for less than five days prior to the commencement of the Offering Period (as
defined in Section 5); (b) employees whose customary employment is 20 hours
or less per week; and (c) employees whose customary employment is for not
more than five months in any calendar year. The employment of an employee
shall be treated as continuing intact while the employee is on sick leave or
other leave of absence approved by the Company. Except as otherwise expressly
provided in the Plan and permitted by Section 423 of the Code, all Eligible
Employees shall have the same rights and obligations under the Plan.
4. STOCK SUBJECT TO THE PLAN. The stock subject to the Plan shall be
shares of the Company's authorized but unissued Common Stock (the "Common
Stock"). The aggregate number of shares of Common Stock that may be purchased
by Eligible Employees pursuant to the Plan is 1,000,000, subject to
adjustment as provided in Section 13.
5. OFFERING PERIODS. The Common Stock shall be offered under the
Plan during consecutive offering periods (the "Offering Periods"). The first
Offering Period shall begin upon the issuance and sale shares of Common Stock
in a public offering on an underwritten firm commitment basis pursuant to a
registration statement filed with and declared effective by the Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended,
and end on December 31, 2000 (the "Initial Offering Period").
All subsequent Offering Periods will begin on the first day and end on the
last day of each subsequent six-month period spanning January 1 to June 30
and July 1 to December 31 until the Plan termination date, as provided in
Section 16.1.
6. PARTICIPANTS; PAYROLL DEDUCTIONS
6.1 A person who is an Eligible Employee at the beginning
of an Offering Period may elect to have the Company make deductions from the
person's Compensation (as defined in Section 6.4), at a specified percentage
rate, to be used to purchase shares of Common Stock pursuant to the Plan
during each purchase period ("Purchase Period), which shall be coterminous
with the Initial Offering Period or the Offering Period as the case may be.
This election must be made prior to the beginning of the Offering Period in
accordance with such procedures as the Committee may adopt (each Eligible
Employee who so elects to have such deductions made will be referred to as a
"Participant").
6.2 The maximum rate of deduction that a Participant may
elect for any Offering Period is 10%. An amount equal to the elected
percentage shall be deducted from the Participant's pay each time during the
Purchase Period that any Compensation is paid to the Participant. The
Committee may set such minimum level of payroll deductions as the Committee
determines to be appropriate. Any minimum level of deductions set by the
Committee shall apply equally to all Eligible Employees. A Participant's
accumulated payroll deductions shall remain the property of the Participant
until applied toward the purchase of shares of Common Stock under the Plan,
but may be commingled with the general funds of the Company. No interest will
be paid on payroll deductions accumulated under the Plan.
6.3 A Participant in the Plan on the last day of a Purchase
Period shall automatically continue to participate in the Plan during the
next Purchase Period unless he or she withdraws in the manner described in
Section 11 or is no longer an Eligible Employee.
6.4 The term "Compensation" means all base salary, straight
time wages and commissions paid to or on behalf of a Participant for services
performed or on account of holidays, vacation, sick leave or other similar
events (including any amounts by which such earnings are reduced, at the
election of a Participant, pursuant to a cafeteria plan described in Section
125 of the Code, a dependent care assistance program described in Section 129
of the Code, a cash or deferred arrangement described in Section 401(k) of
the Code, or any similar plan, program or arrangement), and excluding any
overtime, shift premium, bonuses and other incentive compensation, the value
of any noncash benefits under any employee benefit plans, and any other
amounts paid to the Participant that are specifically excluded by the
Committee.
7. PURCHASE OF SHARES
7.1 At the end of the Purchase Period, a Participant's
accumulated payroll deductions for the Purchase Period will, subject to the
limitations in Section 9 and the
2
withdrawal provisions of Section 11, be applied toward the purchase of shares
of Common Stock at a purchase price (the "Purchase Price") equal to the
lesser of:
(a) 85% of the Market Price (as defined in Section
8.1) of the Common Stock on the first Business Day (as defined in Section
8.2) of the Offering Period; or
(b) 85% of the Market Price of the Common Stock on
the last Business Day of the Purchase Period,
in either event rounded to the nearest whole cent.
7.2 Shares of Common Stock may be purchased under the Plan
only with a Participant's accumulated payroll deductions. Fractional shares
cannot be purchased. Any portion of a Participant's accumulated payroll
deductions for an Offering Period not used for the purchase of Common Stock
shall be applied to the purchase of Common Stock in the next Purchase Period,
if the Participant is participating in the Plan during that Purchase Period,
or returned to the Participant.
7.3 Each Participant who purchases shares of Common Stock
under the Plan shall thereby be deemed to have agreed that the Company or the
subsidiary of the Company that employs the Participant shall be entitled to
withhold, from any other amounts that may be payable to the Participant at or
around the time of the purchase, such federal, state, local and foreign
income, employment and other taxes which may be required to be withheld under
applicable laws. In lieu of such withholding, the Company or such subsidiary
may require the Participant to remit such taxes to the Company or such
subsidiary as a condition of the purchase.
8. MARKET PRICE
8.1 For purposes of the Plan, the term "Market Price" on
any day means, if the Common Stock is publicly traded, the last sales price
(or, if no last sales price is reported, the average of the high bid and low
asked prices) for a share of Common Stock on that day as reported by the
principal exchange on which the Common Stock is listed, or, if the Common
Stock is publicly traded but not listed on an exchange, as reported by The
Nasdaq Stock Market, or, if such prices or quotations are not reported by The
Nasdaq Stock Market, as reported by any other available source of prices or
quotations selected by the Committee.
8.2 For purposes of the Plan, the term "Business Day" means
a day on which prices or quotations for the Common Stock are reported by a
national securities exchange, The Nasdaq Stock Market, or any other available
source of prices or quotations selected by the Committee, whichever is
applicable pursuant to the preceding paragraph.
8.3 If the Market Price of the Common Stock must be
determined for purposes of the Plan at a time when the Common Stock is not
publicly traded, then the term "Market Price" shall mean the fair market
value of the Common Stock as determined by the Committee, after taking into
consideration all the factors it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's
3
length.
9. LIMITATIONS ON SHARE PURCHASES
9.1 Notwithstanding Section 3, an employee will not be an
Eligible Employee for purposes of the Plan if the employee owns stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company. For purposes of this 5% limitation, an
employee shall be treated as owning any stock the ownership of which is
attributed to him or her under the rules of Section 424(d) of the Code, as
well as any stock that, in the absence of this paragraph, the employee could
purchase under the Plan with his or her payroll deductions held pursuant to
Section 6 but not yet applied to the purchase of shares of Common Stock under
the Plan.
9.2 During any calendar year, the maximum value of the
Common Stock that may be purchased by a Participant under the Plan and all
such plans of Company, any Subsidiary of the Company, and any parent
corporation (as defined in Section 424(e) of the Code) is $25,000, said value
to be determined on the basis of the Market Price of the Common Stock on the
first Business Day of each Offering Period that ends in the calendar year.
Notwithstanding any other provision of the Plan to the contrary, the rights
of a Participant to purchase shares of capital stock under the Plan and all
such other plans shall not accrue at a rate which exceeds $25,000 annualized
at any time during the calendar year.
9.3 The limitations in Section 9.1 and Section 9.2 are
intended to and shall be interpreted in such a manner as will comply with
Section 423(b)(3) and Section 423(b)(8) of the Code, respectively.
10. CHANGES IN PAYROLL DEDUCTIONS. The rate of payroll deductions
for an Offering Period may not be increased or decreased by a Participant
during the Purchase Period. However, the Participant may change the rate of
payroll deduction for a subsequent Purchase Period. In addition, a
Participant may withdraw in full from the Plan in the manner described in
Section 11.
11. WITHDRAWAL FROM THE PLAN
11.1 A Participant may elect to withdraw from the Plan,
effective for the Offering Period in progress, by delivering to the Committee
written notice thereof prior to the end of the Offering Period.
11.2 If a Participant ceases for any reason (including
death, disability or voluntary or involuntary termination of employment) to
be an employee of the Company or one of its subsidiaries, the Participant
will be deemed to have elected to withdraw from the Plan for the Offering
Period and Purchase Period in progress when the Participant's employment
ceases.
11.3 If a Participant's payroll deductions are interrupted
by any legal process, the Participant will be deemed to have elected to
withdraw from the Plan for the Purchase Period in progress when the
interruption occurs.
4
11.4 If a Participant elects or is deemed to have elected
to withdraw for a Purchase Period in progress, all of the Participant's
payroll deductions for that Purchase Period, will be promptly returned to the
Participant.
11.5 A Participant may elect to withdraw from the Plan,
effective for a Purchase Period that has not yet commenced, by delivering to
the Committee written notice thereof prior to the first day of the Purchase
Period.
11.6 Following withdrawal from the Plan, in order to
participate in the Plan for any subsequent Offering Period, the Participant
must again elect to participate in the manner described in Section 6.1.
12. ISSUANCE OF COMMON STOCK
12.1 Certificates for the shares of Common Stock purchased
by Participants will be delivered by the Company's transfer agent as soon as
practicable after each Purchase Period. In lieu of issuing certificates for
such shares directly to Participants, the Company shall be entitled to issue
such shares to a bank, broker-dealer or similar custodian (the "Custodian")
that has agreed to hold such shares for the accounts of the respective
Participants. Fees and expenses of the Custodian shall be paid by the Company
or allocated among the respective Participants in such manner as the
Committee determines.
12.2 A Participant may direct, in accordance with such
procedures as the Committee may adopt, that shares purchased by the
Participant shall be issued (or, if such shares are issued to the Custodian,
that the account for such shares be held) in the names of the Participant and
one other person designated by the Participant, as joint tenants with right
of survivorship, tenants in common, or community property, to the extent and
in the manner permitted by applicable law.
12.3 A Participant may at any time, in the manner described
in Section 17, undertake a disposition (as that term is defined in Section
424(c) of the Code), whether by sale, exchange, gift or other transfer of
legal title, of any or all of the shares held for the Participant by the
Custodian. In the absence of such a disposition of the shares, the shares
shall continue to be held by the Custodian until the holding period set forth
in Section 423(a) of the Code has been satisfied. If a Participant so
requests, shares for which such holding period has been satisfied will be
transferred to another brokerage account specified by the Participant, or a
stock certificate for such shares will be issued and delivered to the
Participant or his or her designee.
13. CHANGES IN CAPITALIZATION
13.1 Upon the happening of any of the following described
events, a Participant's right to purchase shares of Common Stock under the
Plan shall be adjusted as hereinafter provided:
(a) If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock or if,
upon a recapitalization, split-up or
5
other reorganization of the Company, the shares of Common Stock are exchanged
for other securities of the Company, the rights of each Participant shall be
modified so that the Participant is entitled to purchase, in lieu of the
shares of Common Stock that the Participant would otherwise have been
entitled to purchase for the Purchase Period in progress at the time of such
subdivision, combination or exchange (the "Offering Period Shares"), such
number of shares of Common Stock or such number and type of other securities
as the Participant would have received if such Offering Period Shares had
been issued and outstanding at the time of such subdivision, combination or
exchange (unless in the case of an exchange the Committee determines that the
nature of the exchange is such that it is not feasible or advisable that the
rights of Participants be so modified, in which event the exchange shall be
deemed a Terminating Event under Section 14); and
(b) If the Company issues any of its shares as a
stock dividend upon or with respect to the Common Stock, each Participant who
purchases shares of Common Stock under the Plan at the end of the Purchase
Period in progress on the record date for the stock dividend shall be
entitled to receive the shares so purchased (the "Purchased Shares") and
shall also be entitled to receive at no additional cost, but only if the
Purchase Price for the Purchased Shares was determined with reference to the
Market Price of the Common Stock on the first Business Day of the Offering
Period, the number of shares of the class of stock issued as a stock
dividend, and the amount of cash in lieu of fractional shares, that the
Participant would have received if he or she had been the holder of the
Purchased Shares on the record date for the stock dividend.
13.2 Upon the happening of an event specified in clause (a)
or (b) above, the class and aggregate number of shares available under the
Plan, as set forth in Section 4, shall be appropriately adjusted to reflect
the event. Notwithstanding the foregoing, such adjustments shall be made only
to the extent that the Committee, based on advice of counsel for the Company,
determines that such adjustments will not constitute a change requiring
shareholder approval under Section 423(b)(2) of the Code.
14. TERMINATING EVENTS
14.1 Upon (a) the dissolution or liquidation of the
Company, (b) a merger or other reorganization of the Company with one or more
corporations as a result of which the Company will not be a surviving
corporation, (c) the sale of all or substantially all of the assets of the
Company or a material division of the Company, (d) a sale or other transfer,
pursuant to a tender offer or otherwise, of more than fifty percent (50%) of
the then outstanding shares of Common Stock of the Company, (e) an
acquisition by the Company resulting in an extraordinary expansion of the
Company's business or the addition of a material new line of business, or (f)
any exchange that is subject to this Section 14 in accordance with the
provisions of Section 13 (any of such events is herein referred to as a
"Terminating Event"), the Committee may but shall not be required to:
(a) make provision for the continuation of the
Participants' rights under the Plan on such terms and conditions as the
Committee determines to be appropriate and
6
equitable, including where applicable, but not limited to, an arrangement for
the substitution on an equitable basis, for each share of Common Stock that
could otherwise be purchased at the end of the Purchase Period in progress at
the time of the Terminating Event, of any consideration payable with respect
to each then outstanding share of Common Stock in connection with the
Terminating Event; or
(b) terminate all rights of Participants under the
Plan for such Purchase Period and:
(i) return to the Participants all of their
payroll deductions for such Purchase Period (if shorter); and
(ii) for each share of Common Stock, if any,
that otherwise could have been purchased under the Plan by a Participant at
the end of such Purchase Period (if shorter) (determined by assuming that
payroll deductions at the rate elected by the Participant were continued to
the end of the payroll period and used to purchase shares based on the Market
Price of the Common Stock on the first Business Day of the Offering Period)
and with respect to which (A) the Purchase Price at which such share could be
purchased (determined with reference only to the Market Price of the Common
Stock on the first Business Day of the Offering Period) is exceeded by (B)
the Market Price on the date of the Terminating Event of a share of Common
Stock, as determined by the Committee, pay to the Participant an amount equal
to such excess.
14.2 The Committee shall make all determinations necessary
or advisable in connection with Terminating Events, and its determinations
shall, in the absent of fraud or patent mistake, be conclusive and binding on
all persons with any interest in the Plan.
15. NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS. An Eligible
Employee's rights under the Plan are the Eligible Employee's alone and may
not be voluntarily or involuntarily transferred or assigned to, or availed of
by, any other person other than by will or the laws of descent and
distribution. An Eligible Employee's rights under the Plan are exercisable
during his or her lifetime by the Eligible Employee alone.
16. TERMINATION AND AMENDMENT OF PLAN
16.1 The Plan shall terminate on June 30, 2004. The Plan
may be terminated at any earlier time by the Board, but, except as provided
in Section 14, such termination shall not affect the rights of Participants
under the Plan for the Offering Period in progress at the time of
termination. The Plan will also terminate in any case when all or
substantially all of the unissued shares of Common Stock reserved for the
purposes of the Plan have been purchased. If at any time shares of Common
Stock reserved for the purpose of the Plan remain available for purchase but
not in sufficient number to satisfy all then unfilled purchase requirements,
the available shares shall be apportioned among Participants in proportion to
the respective amounts of their accumulated payroll deductions, and the Plan
shall terminate. Upon such termination or any other termination of the Plan,
all payroll deductions not used to purchase shares of Common Stock will be
refunded to the Participants entitled thereto.
7
16.2 The Committee or the Board may from time to time adopt
amendments to the Plan; provided, however, that, without the approval of the
shareholders of the Company, no amendment may increase the number of shares
that may be issued under the Plan or make any other change for which
shareholder approval is required by Section 423 of the Code or the
regulations thereunder.
17. DISPOSITION OF SHARES. Subject to compliance with any applicable
federal and state securities and other laws and any policy of the Company in
effect from time to time with respect to trading in its shares, a Participant
may effect a disposition (as that term is defined in Section 424(c) of the
Code) of Common Stock purchased under the Plan at any time the Participant
chooses; provided, however, each Participant agrees, by purchasing shares of
Common Stock under the Plan, that (a) the Company shall be entitled to
withhold from any other amounts that may be payable to the Participant by the
Company at or around the time of such disposition such federal, state, local
and foreign income, employment and other taxes as the Company may be required
to withhold under applicable law; and (b) in lieu of such withholding, the
Participant will, upon request of the Company, promptly remit such taxes to
the Company. EACH EMPLOYEE PURCHASING SHARES OF COMMON STOCK UNDER THE PLAN
ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE THEREOF.
18. NO SHAREHOLDER RIGHTS; INFORMATION TO PARTICIPANTS. A
Participant shall not have any rights as a shareholder of the Company (other
than the right potentially to receive stock dividends under Section 13) on
account of shares of Common Stock that may be purchased under the Plan prior
to the time such shares are actually purchased by and issued to the
Participant. Notwithstanding the foregoing, the Company shall deliver to each
Participant under the Plan who does not otherwise receive such materials (a)
a copy of the Company's annual financial statements (which shall be delivered
annually as promptly as practical following each fiscal year of the Company
and review or audit of such statements by the Company's auditors), together
with management's discussion and analysis of financial condition and results
of operations for the fiscal year, and (b) a copy of all reports, proxy
statements and other communications distributed to the Company's security
holders generally.
19. USE OF PROCEEDS. The proceeds received by the Company from the
sale of shares of Common Stock under the Plan will be used for general
corporate purposes.
20. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver shares of the Common Stock under the Plan is subject to the approval
of any governmental authority required in connection with the authorization,
issuance or sale of such shares, including the Securities and Exchange
Commission, the securities administrators of the states in which Participants
reside, and the Internal Revenue Service.
21. MISCELLANEOUS PROVISIONS
21.1 Nothing contained in the Plan shall obligate the
Company or any of its subsidiaries to employ a Participant for any period,
nor shall the Plan interfere in any way with the right of the Company or any
of its subsidiaries to reduce a Participant's compensation.
8
21.2 The provisions of the Plan shall be binding upon each
Participant and, subject to the provisions of Section 15, the heirs,
successors and assigns of each Participant.
21.3 Where the context so requires, references in the Plan
to the singular shall include the plural, and vice versa, and references to a
particular gender shall include either or both genders.
21.4 The Plan shall be construed, administered and enforced
in accordance with the laws of the United States, to the extent applicable
thereto, as well as the laws of the State of California.
22. APPROVAL OF SHAREHOLDERS. The Plan shall be effective September 1,
1999, subject to approval by the shareholders of the Company in a manner that
complies with Section 423(b)(2) of the Code. If such approval does not occur
prior to June 30, 2000, the Plan shall be void and of no effect.
9