EXHIBIT (10)i
HACH COMPANY
1995 EMPLOYEE STOCK PURCHASE PLAN
The purpose of this Plan is to provide employees a continued
opportunity to purchase Hach stock through semi-annual offerings
to be made during the five-year period commencing July 1, 1995.
Five hundred thousand (500,000) shares of Hach stock in the
aggregate have been approved for this purpose. The shares of
common stock to be sold to participants under this Plan may be
treasury shares, authorized unissued shares of the Corporation's
$1.00 par value common stock or Plan Purchase shares as provided
in Section 20 below.
1. ADMINISTRATION. The Plan shall be administered by a
Committee appointed by the Board of Directors from its members or
members of senior management, consisting of at least three
members. Members of the Committee shall not be eligible to
participate in the Plan.
2. ELIGIBILITY. Except as provided below, all employees
of the Corporation or its domestic subsidiaries who shall have
been employed for a period of 180 days preceding an offering
period and whose customary employment exceeds twenty (20) hours
per week shall be eligible to participate in the Plan in
accordance with such rule as may be prescribed by the Committee
from time to time, which rules, however, shall neither permit nor
deny participation in the Plan contrary to the requirements of
the Internal Revenue Code (including, but not limited to, Section
423(b)(3), (4), (5) and (8) thereof) and the regulations
promulgated thereunder. No employee may be granted an option if
such employee, immediately after the option is granted, owns 5%
or more of the total combined voting power or value of the stock
of the Corporation or any subsidiary. For purposes of the
preceding sentence, the rules of Section 424(d) of the Internal
Revenue Code shall apply in determining the stock ownership of an
employee, and stock that the employee may purchase under
outstanding options shall be treated as stock owned by the
employee.
3. OFFERINGS. The Corporation shall make one or more six-
month offerings to employees to purchase Hach stock under this
Plan. Each offering period shall be six (6) months in duration,
commencing on January 1 and July 1 of each year. During such
offering periods (or during such portion thereof as an employee
may elect to participate) the amounts received as compensation by
an employee shall constitute the measure of such of the
employee's participation in the offering as is based on
compensation.
4. PARTICIPATION. An employee eligible on the effective
date of any offering may participate in such offering at any time
by completing and forwarding a payroll deduction authorization to
the employee's appropriate payroll location. The form will
authorize a regular payroll deduction from the employee's
compensation, and must specify the date on which such deduction
is to commence, which may not be retroactive. Such authorization
shall be applicable to subsequent offering periods unless the
employer increases or decreases the employee's payroll deduction
as provided in Section 6 or withdraws from participation as
provided in Section 7 below.
5. DEDUCTIONS. The Corporation shall maintain payroll
deduction accounts for all participating employees. With respect
to any offering made under this Plan, an employee may authorize a
payroll deduction of a whole percentage (up to a maximum of 10 %)
of the compensation the employee receives during the offering
period (or during such portion thereof in which the employee may
elect to participate).
No employee may be granted an option that permits his or her
rights to purchase stock under this Plan, and any other stock
purchase plan of the Corporation and its subsidiaries, to accrue
at a rate that exceeds $25,000 of the fair market value of such
stock (determined at the effective date of the applicable
offering) for each calendar year in which the option is
outstanding at any time.
6. DEDUCTION CHANGES. An employee may increase or
decrease the employee's payroll deduction by filing a new payroll
deduction authorization at any time. The change may not become
effective sooner than the next offering period after receipt of
the authorization.
7. WITHDRAWAL.
(a) A participating employee may withdraw payroll
deductions credited to such employee's account under the Plan at
any time by giving written notice to a designated representative
of the Corporation no later than 7 days prior to the last day of
any offering period. All of the payroll deductions credited to
the employee's account will be paid to the employee promptly
after receipt of such notice of withdrawal, and no further
deductions will be made from such employee's pay during that
Offering Period.
(b) An employee's withdrawal will not have any effect
upon such employee's eligibility to participate in any similar
plan which may hereafter be adopted
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by the Corporation or in any subsequent Offering Period under this Plan.
8. PURCHASE OF SHARES. Each employee participating in any
offering under this Plan shall be granted an option, upon the
effective date of such offering, for as many full and fractional
shares of Hach stock as the participating employee may elect to
purchase with up to 10% of the compensation received during the
specified offering period (or during such portion thereof as the
employee may elect to participate), to be paid by payroll
deductions during such period.
Notwithstanding the foregoing, in no event shall the
number of shares purchased by an employee during an offering
period exceed 2,000 shares.
The purchase price for each share purchased shall be
the lower of 85% of the fair market price of a share of Hach
stock on the commencement date of the offering period or 85% of
the fair market price of a share of Hach stock on the last day of
the offering period. As of the last day of any offering period,
the account of each participating employee shall be totaled, and
the employee shall be deemed to have exercised an option to
purchase one or more full or fractional shares at the then-
applicable price; the employee's account shall be charged for the
amount of the purchase; and the ownership of such share or shares
shall be appropriately evidenced on the books of the Corporation.
Additional shares covered by the employee's option shall be
purchased in the same manner, as of the last day of each
subsequent offering period. A participating employee may not
purchase a share under any offering period beyond 6 months from
the effective date thereof. Any balance remaining in an
employee's payroll deduction account at the end of an offering
period will be carried forward to the next offering period.
9. EMPLOYEE ACCOUNTS AND CERTIFICATES. Upon purchase of
one or more full or fractional shares by a Plan participant
pursuant to Section 8 hereof, the Corporation shall establish a
book entry account in the name of the employee to reflect the
share(s) purchased at that time. Certificates shall be issued
only on request for full shares. In the event a participant
terminates his or her account, any fractional share held in the
account will be paid to the participant in cash.
10. REGISTRATION OF SHARES. Shares may be registered only
in the name of the employee, or, if the employee so indicates on
the employee's payroll deduction authorization form, in the
employee's name jointly with a member of the employee's family,
with right of survivorship. An employee who is a resident of a
jurisdiction that
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does not recognize such a joint tenancy may have shares registered
in the employee's name as tenant in common or as community property
with a member of the employee's family, without right of survivorship.
11. DEFINITIONS.
(a) The term "Corporation" or "Hach" means Hach Company, a
Delaware corporation.
(b) The term "Hach stock" means the common stock of Hach.
(c) The phrase "fair market price" per share on any
given date shall mean the closing price of the Hach stock as
reported on the NASDAQ National Market System, or if on any such
date the Hach stock is not quoted by any such organization, the
average of the closing bid and asked prices with respect to the
Hach stock as furnished by a professional market maker making a
market in the Hach stock selected by the Board of Directors and
if not available, the fair market value of the Hach stock as of
such day as determined in good faith by the Board of Directors.
(d) The term "subsidiary" means a subsidiary of the
Corporation within the meaning of Section 424(f) of the Internal
Revenue Code and the regulations promulgated thereunder.
12. RIGHTS AS A STOCKHOLDER. None of the rights or
privileges of a stockholder of the Corporation shall exist with
respect to shares purchased under this Plan unless and until such
shares shall have been appropriately evidenced on the books of
the Corporation.
13. RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF
EMPLOYMENT. In the event of a participating employee's
retirement, death, or termination of employment, the employee
shall be ineligible to continue to participate in the Plan, and
no payroll deduction shall be taken from any pay due and owing
to the employee after the pay period during which the employee
became ineligible.
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14. RIGHTS NOT TRANSFERABLE. Rights under this Plan are
not transferable by a participating employee other than by will
or the laws of descent and distribution, and are exercisable
during the employee's lifetime only by the employee.
15. APPLICATION OF FUNDS AND ADMINISTRATIVE FEES. All
funds received or held by the Corporation under this Plan may be
used for any corporate purpose. The Committee may impose
reasonable administrative fees on participating employees to
defray the administrative costs of the Plan, which shall in no
event exceed the actual administrative costs of the Plan.
Initially, the fee shall be $10 per participating employee. An
employee who withdraws from participation shall pay an additional
administration fee should such employee elect to again
participate in a subsequent offering under this Plan.
16. ADJUSTMENTS IN CASE OF CHANGES AFFECTING HACH STOCK.
In the event of a subdivision of outstanding shares, or the
payment of a stock dividend, the number of shares approved for
this Plan, and the share limitation set forth in Section 8
hereof, shall be increased proportionately, and such other
adjustments shall be made as may be deemed equitable by the Board
of Directors. In the event of any other change affecting Hach
stock, such adjustments shall be made as may be deemed equitable
by the Board of Directors to give proper effect to such event.
17. AMENDMENT OF THE PLAN. The Board of Directors may
at any time, or from time to time, amend this Plan in any
respect, except that, without the approval of a majority of the
shares of stock of the Corporation then issued and outstanding
and entitled to vote, no amendment shall be made (i) increasing
the number of shares approved for this Plan (other than as
provided in Section 16 hereof), (ii) decreasing the purchase
price per share, (iii) withdrawing the administration of this
Plan from a Committee consisting of persons not eligible to
participate in the Plan, or (iv) changing the designation of
subsidiaries eligible to participate in the Plan.
18. TERMINATION OF THE PLAN. This Plan and all rights
of employees under any offering hereunder shall terminate:
(a) On the day that participating employees become entitled
to purchase a number of shares equal to or greater than the
number of shares remaining available for purchase. If the number
of shares so purchasable is greater than the shares remaining
available, the available shares shall be allocated by the
Committee among such participating employees in such manner as it
deems fair; or
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(b) At any time, at the discretion of the Board of
Directors.
No offering hereunder shall be made which shall extend beyond
June 30, 2000.
19. GOVERNMENTAL REGULATIONS. The Corporation's
obligation to sell and deliver Hach stock under this Plan is
subject to the approval of any governmental authority required in
connection with the authorization, issuance, or sale of such
stock.
20. PLAN SHARES PURCHASES. Purchases of outstanding shares
may be made pursuant to and on behalf of this Plan, upon such
terms as the Corporation may approve, for delivery under this
Plan.
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