HEALTHCARE SERVICES GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
Healthcare Services Group, Inc.
Employee Stock Purchase Plan
ARTICLE I-PURPOSE
1.01. Purpose.
The Healthcare Services Group, Inc. Employee Stock Purchase Plan (the
"Plan") is intended to provide a method whereby Employees of Healthcare Services
Group, Inc. and its subsidiary corporations (hereinafter referred to, unless the
context otherwise requires, as the "Company") will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
the Common Stock of the Company. 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 "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
ARTICLE II-DEFINITIONS
2.01. Committee.
"Committee" shall mean the individuals described in Article XI.
2.02. Common Stock.
"Common Stock" means the voting common stock of the Company, $0.01 par
value per share.
2.03. Earnings.
"Earnings" shall mean total W-2 compensation earned by an Employee with
respect to services rendered to or on behalf of the Company.
2.04. Employee.
"Employee" means any person who is customarily employed on a full-time
or part-time basis by the Company and is regularly scheduled to work more than
20 hours per week.
2.05. Subsidiary Corporation.
"Subsidiary Corporation" shall mean any present or future corporation
which (i) would be a "subsidiary corporation" of the Company as that term is
defined in Section 424 of the Code and (ii) is designated as a participant in
the Plan by the Committee.
ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
Any Employee who shall have completed two (2) years of continuous
employment with HCSG shall be eligible to participate in offerings under the
Plan which commence on or after such period of employment has concluded.
3.02. Leave of Absence.
For purposes of participation in the Plan, a person on leave of absence
shall be deemed to be an employee for the first (90) days of such leave of
absence and such employee's employment shall be deemed to have terminated at the
close of business on the 90th day of such leave of absence unless such employee
shall have returned to regular full-time or part-time employment (as the case
may be) prior to the close of business on such 90th day. Termination by the
Company of any employee's leave of absence, other than termination of such leave
of absence on return to full-time or part-time employment, shall terminate an
employee's employment for all purposes of the Plan and shall terminate such
employee's participation in the Plan and right to exercise any option.
3.03. Restrictions on Participation.
Notwithstanding any provisions of the Plan to the contrary, no employee
shall be granted an option to purchase Common Stock under the Plan:
(a) if, immediately after the grant, such employee would own stock,
and/or hold outstanding options to purchase 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 paragraph, the rules of Section 424(d) of the Code shall apply
in determining stock ownership of any employee); or
(b) which permits his rights to purchase stock under all employee stock
purchase plans (as described in Code Section 423) of the Company to accrue at a
rate which exceeds $25,000 in fair market value of the stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding.
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3.04. Commencement of Participation.
An eligible Employee may become a participant by completing an
authorization for a payroll deduction on the form provided by the Company and
filing it with the Human Resources Department of the Company on or before the
date set therefor by the Committee, which date shall be prior to the Offering
Commencement Date for the Offering (as such terms are defined below). Payroll
deductions for a participant shall commence on the applicable Offering
Commencement Date when his authorization for a payroll deduction becomes
effective and shall end on the Offering Termination Date of the Offering to
which such authorization is applicable unless sooner terminated by the
participant as provided in Article VIII.
ARTICLE IV-OFFERINGS
4.01. Annual Offerings.
The Plan will be implemented by four (4) annual offerings of the
Company's Common Stock (the "Offerings"). The first Offering will begin January
1, 2000 and terminate on December 31, 2000. Each of the subsequent Offerings
will begin on the lst day of January in each of the years 2001, 2002 and 2003
with each such Offering terminating on December 31 of each such year. The
maximum number of shares issued in the respective years shall be:
o From January 1, 2000 to December 31, 2000: 200,000 shares.
o From January 1, 2001 to December 31, 2001: 200,000 shares, plus unissued
shares from the prior Offering, whether offered or not.
o From January 1, 2002 to December 31, 2002: 200,000 shares plus unissued
shares from the prior Offerings, whether offered or not.
o From January 1, 2003 to December 31, 2003: 200,000 shares plus unissued
shares from the prior Offerings, whether offered or not.
As used in the Plan, "Offering Commencement Date" means the January 1
on which the particular Offering begins and "Offering Termination Date" means
the December 31, on which the particular Offering terminates.
ARTICLE V-PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
At the time a participant files his authorization for payroll
deduction, he shall elect an amount to have deducted from his Earnings on each
payday during the time he is a participant in an Offering subject to the
limitation described in Section 3.03(b).
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5.02. Participant's Account.
All payroll deductions made for a participant shall be credited to his
account under the Plan.
5.03. Changes in Payroll Deductions.
A participant may discontinue his participation in the Plan as provided
in Article VIII, but no other change can be made during an Offering and,
specifically, a participant may not alter the amount of his payroll deductions
for that Offering.
5.04. Leave of Absence.
If a participant goes on a leave of absence, such participant shall
have the right to elect: (a) to withdraw the balance in his account pursuant to
Section 7.02, (b) to discontinue contributions to the Plan but remain a
participant in the Plan, or remain a participant in the Plan during such leave
of absence, authorizing deductions to be made from payments by the Company to
the participant during such leave of absence and undertaking to make cash
payments to the Plan at the end of each payroll period to the extent that
amounts payable by the Company to such participant are insufficient to meet such
participant's authorized Plan deductions.
ARTICLE VI-GRANTING OF OPTION
6.01. Number of Option Shares.
On the Commencement Date of each Offering, a participating Employee
shall be deemed to have been granted an option to purchase a maximum number of
shares of Common Stock of the Company equal to an amount determined as follows:
an amount equal to (i) the aggregate amounts contributed to the Plan pursuant to
Section 5.01 and (ii) divided by 85 % of the Option Price of the Common Stock.
The Option Price of the Company's stock shall be determined as provided in
Section 6.02 below.
6.02. Option Price.
The Option Price of Common Stock purchased with payroll deductions made
during such annual offering for a participant therein shall be the lower of:
(a) 85 % of the closing price of the stock on the Offering Commencement
Date or the nearest prior business day on which trading occurred on a recognized
securities exchange; or
(b) 85% of the closing price of the stock on the Offering Termination
Date or the nearest prior business day on which trading occurred on a recognized
securities exchange.
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If the Common Stock of the Company is not admitted to trading on any of
the aforesaid dates for which closing prices of the Common Stock are to be
determined, then reference shall be made to the fair market value of the Common
Stock on that date, as determined on such basis as shall be established or
specified for the purpose by the Committee.
ARTICLE VII-EXERCISE OF OPTION
7.01. Automatic Exercise.
Unless a participant gives written notice to the Company as hereinafter
provided, his option for the purchase of stock with payroll deductions made
during any offering will be deemed to have been exercised automatically on the
Offering Termination Date applicable to such offering, for the purchase of the
number of full shares of stock which the accumulated payroll deductions in his
account at that time will purchase at the applicable option price (but not in
excess of the number of shares for which options have been granted to the
employee pursuant to Section 6.01), and any excess in his account at that time
will be returned to him.
7.02. Withdrawal of Account.
By written notice to the Human Resources Department of the Company, at
any time prior to the Offering Termination Date applicable to any Offering, a
participant may elect to withdraw all the accumulated payroll deductions in his
account at such time.
7.03. Fractional Shares.
Fractional shares will not be issued under the Plan and any accumulated
payroll deductions which would have been used to purchase fractional shares will
be returned to any employee promptly following the termination of an Offering,
without interest.
7.04. Transferability of Option.
During a participant's lifetime, options held by such participant shall
be exercisable only by that participant.
7.05 Delivery of Stock.
As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to each participant, as appropriate, the
stock purchased upon exercise of his option.
ARTICLE VIII-WITHDRAWAL
8.01. In General.
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As indicated in Section 7.02, a participant may withdraw payroll
deductions credited to his account under the Plan at any time by giving written
notice to the Human Resources Department of the Company. All of the
participant's payroll deductions credited to his account will be paid to him
promptly after receipt of his notice of withdrawal, and no further payroll
deductions will be made from his pay during such Offering. The Company may, at
its option, treat any attempt to borrow by an employee on the security of his
accumulated payroll deductions as an election, under Section 3.02, to withdraw
such deductions.
8.02. Effect on Subsequent Participation.
A participant's withdrawal from any Offering will not have any effect
upon his eligibility to participate in any succeeding Offering or in any similar
plan which may hereafter be adopted by the Company.
8.03. Termination of Employment.
Upon termination of the participant's employment for any reason,
including retirement (but excluding death while in the employ of the Company or
continuation of a leave of absence for a period beyond 90 days), the payroll
deductions credited to his account will be returned to him, or, in the case of
his death subsequent to the termination of his employment, to the person or
persons entitled thereto under Section 12.01.
8.04. Termination of Employment Due to Death.
Upon termination of the participant's employment because of his death,
his beneficiary (as defined in Section 12.01) shall have the right to elect, by
written notice given to the Human Resources Department of the Company prior to
the earlier of the Offering Termination Date or the expiration of a period of
sixty (60) days commencing with the date of the death of the participant,
either:
(a) to withdraw all of the payroll deductions credited to the
participant's account under the Plan, or
(b) to exercise the participant's option for the purchase of stock on
the Offering Termination Date next following the date of the participant's death
for the purchase of the number of full shares of stock which the accumulated
payroll deductions in the participant's account at the date of the participant's
death will purchase at the applicable option price, and any excess in such
account will be returned to said beneficiary, without interest.
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In the event that no such written notice of election shall be duly
received by the office of the Human Resources Department of the Company, the
beneficiary shall automatically be deemed to have elected, pursuant to paragraph
(b), to exercise the participant's option.
8.05. Leave of Absence.
A participant on leave of absence shall, subject to the election made
by such participant pursuant to ?5.04, continue to be a participant in the Plan
so long as such participant is on continuous leave of absence. A participant who
has been on leave of absence for more than 90 days and who therefore is not an
employee for the purpose of the Plan shall not be entitled to participate in any
offering provisions of the Plan, unless a participant on leave of absence
returns to regular full-time or part-time employment with the Company at the
earlier of: (a) the termination of such leave of absence or (b) three months
from the 90th day of such leave of absence, such participant's participation in
the Plan shall terminate on whichever of such dates first occurs.
ARTICLE IX-INTEREST
9.01. Payment of Interest
No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any participant. Moreover, no interest shall be paid
on any money which is distributed to an Employee or his beneficiary pursuant to
the provisions of Sections 7.02, 8.01, 8.03, 8.04 or 10.01.
ARTICLE X-STOCK
10.01. Maximum Shares.
The maximum number of shares which shall be issued under the Plan,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 12.04 shall be 200,000 shares in each annual Offering plus, in each
Offering all unissued shares from prior Offerings, whether offered or not, not
to exceed 800,000 shares for all Offerings. If the total number of shares for
which options are exercised on any Offering Termination Date in accordance with
Article VI exceeds the maximum number of shares for the applicable offering, the
Company shall make a pro-rata allocation of the shares available for delivery
and distribution in an nearly a uniform manner as shall be practicable and as it
shall determine to be equitable, and the balance of payroll deductions credited
to the account of each participant under the Plan shall be returned to him as
promptly as possible.
10.02. Participant's Interest in Option Stock.
The participant will have no interest in stock covered by his option
until such option has been exercised.
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10.03. Registration of Stock.
Stock to be delivered to a participant under the Plan will be
registered in the name of the participant, or, if the participant so directs by
written notice to the Human Resources Department of the Company prior to the
Offering Termination Date applicable thereto, in the names of the participant
and one such other person as may be designated by the participant, as joint
tenants with rights of survivorship or as tenants by the entireties, to the
extent permitted by applicable law.
10.04. Restrictions on Exercise.
The Board of Directors may, in its discretion, require as a condition
to the purchase of Common Stock hereunder that the shares of Common Stock
reserved for purchase hereunder shall have been duly listed, upon official
notice of issuance, upon a stock exchange, and that either:
(a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or
(b) the participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is his intention to
purchase the shares for investment and not for resale or distribution.
ARTICLE XI-ADMINISTRATION
11.01. Appointment of Committee
The Board of Directors shall appoint a committee (the "Committee") to
administer the Plan, which shall consist of no fewer than three (3) members of
the Board of Directors.
11.02. Authority of Committee
Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.
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11.03. Rules Governing the Administration of the Committee
The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed and
may fill vacancies, however caused, in the Committee. The Committee may select
one of its members as its Chairman and shall hold its meetings at such times and
places as it shall deem advisable and may hold telephonic meetings. A majority
of its members shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. The Committee may correct any defect
or omission or reconcile any inconsistency in the Plan, in the manner and to the
extent it shall deem desirable. Any decision or determination reduced to writing
and signed by a majority of the members of the Committee shall be as fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.
ARTICLE XII-MISCELLANEOUS
12.01. Designation of Beneficiary.
A participant may file a written designation of a beneficiary who is to
receive any stock and/or cash. Such designation of beneficiary may be changed by
the participant at any time by written notice to the Human Resources Department
of the Company. Upon the death of a participant and upon receipt by the Company
of proof of identity and existence at the participant's death of a beneficiary
validly designated by him under the Plan, the Company shall deliver such stock
and/or cash to such beneficiary. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such participant's death, the company shall deliver such stock
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such stock and/or cash
to the spouse or to any one or more dependents of the participant as the Company
may designate. No beneficiary shall, prior to the death of the participant by
whom he has been designated, acquire any interest in the stock or cash credited
to the participant under the Plan
12.02. Transferability.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 7.02.
12.03. Use of Funds.
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose and the Company shall not
be obligated to segregate such payroll deductions.
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12.04. Adjustment Upon Changes in Capitalization.
(a) If, while any options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification, stock split,
reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made by the Committee in the number and/or kind of shares
which are subject to purchase under outstanding options and on the option
exercise price or prices applicable to such outstanding options. In addition, in
any such event, the number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be proportionately adjusted.
No adjustments shall be made for stock dividends. For the purposes of this
Paragraph, any distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the outstanding shares
shall be deemed a stock dividend.
(b) 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 substantially all of the property or stock of the Company to
another corporation, the holder of each option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date,
upon the exercise of such option for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of the Common stock was entitled to
receive upon, and at the time of, such transaction. The Board of Directors shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.04 shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the
said cash, securities and/or property as to which such holder of such option
might thereafter be entitled to receive.
12.05. Amendment and Termination.
The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the stockholders of the Corporation (i)
increase the maximum number of shares which may be issued under any Offering
(except pursuant to Section 12.04); (ii) amend the requirements as to the class
of employees eligible to purchase stock under the Plan or permit the members of
the Committee to purchase stock under the Plan. No termination, modification, or
amendment of the Plan may, without the consent of an employee then having an
option under the Plan to purchase stock, adversely affect the rights of such
employee under such option.
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12.06. Effective Date.
The Plan shall become effective as of January 1, 2000, subject to
approval by the holders of the majority of the Common Stock present and
represented at a special or annual meeting of the shareholders held on or before
June 30, 2000. If the Plan is not so approved, the Plan shall not become
effective.
12.07. No Employment Rights.
The Plan does not, directly or indirectly, create any right for the
benefit of any employee or class of employees to purchase any shares under the
Plan, or create in any employee or class of employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an employee's employment at any time.
12.08. Effect of Plan.
The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each employee
participating in the Plan, including, without limitation, such employee's estate
and the executors, administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative of creditors of such
employee.
12.09. Governing Law.
The law of the Commonwealth of Pennsylvania will govern all matters
relating to this Plan except to the extent it is superseded by the laws of the
United States.
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