FACTUAL DATA CORP.
1999 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of Factual
Data Corp. (the "Company") and its Designated Subsidiaries with an opportunity
to purchase Common Stock of the Company through accumulated payroll deductions.
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 provisions of the Plan, accordingly, shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Factual Data Corp., a Colorado corporation, and
any Designated Subsidiary of the Company.
(e) "Compensation" shall mean all base straight time gross earnings and
commissions, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other
compensation.
(f) "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(g) "Employee" shall mean any individual who is an Employee of the Company
for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship
shall be treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Company, otherwise,
the employment relationship shall end upon the termination of
employment by the employee, the Company, or a Designated Subsidiary.
Where the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the
employment relationship shall be deemed to have terminated on the 91st
day of such leave.
(h) "Enrollment Date" shall mean the first day of each Offering Period.
(i) "Exercise Date" shall mean the last day of each Offering Period.
(j) "Fair Market Value" shall mean, as of any date, the value of Common
Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market, its Fair
Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day on the date of
such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable, or;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices
for the Common Stock on the date of such determination, as
reported in The Wall Street Journal or such other source as the
Board deems reliable, or;
(iii)In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by
the Board.
(k) "Offering Period" shall mean a period of approximately three (3)
months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after January 1
and terminating on the last Trading Day in the period ending the
following March 31, or commencing on the first Trading Day on or after
April 1 and terminating on the last Trading Day in the period ending
the following June 30; or commencing on the first Trading Day on or
after July 1 and terminating on the last Trading Day in the period
ending the following September 30, or commencing on the first Trading
Day on or after October 1 and terminating on the last Trading Day in
the period ending the following December 31; provided, however, that
the first Offering Period under the Plan shall commence with the first
Trading Day on or after the date on which the Securities and Exchange
Commission declares the Company's Registration Statement effective and
ending on the last Trading Day on or before March 31, 2000. The
duration of Offering Periods may be changed pursuant to Section 4 of
this Plan.
(l) "Plan" shall mean this Employee Stock Purchase Plan.
(m) "Purchase Price" shall mean an amount equal to 90% of the Fair Market
Value of a share of Common Stock on the Exercise Date; provided,
however, that the Purchase Price may be adjusted by the Board pursuant
to Section 20.
(n) "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for
issuance under the Plan but not yet placed under option.
(o) "Subsidiary" shall mean a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
(p) "Trading Day" shall mean a day on which national stock exchanges and
the Nasdaq System are open for trading.
3. Eligibility.
(a) Subject to Section 5(a), any eligible Employee who shall be employed
by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section
424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%)
or more of the total combined voting power or value of all classes of
the capital stock of the Company or of any Subsidiary, or (ii) to the
extent that his or her rights to purchase stock under all Code Section
423 employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000)
worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such
option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on the first Trading Day on or
after January 1 and terminating on the last Trading Day in the period ending the
following March 31, or commencing on the first Trading Day on or after April 1
and terminating on the last Trading Day in the period ending the following June
30; or commencing on the first Trading Day on or after July 1 and terminating on
the last Trading Day in the period ending the following September 30, or
commencing on the first Trading Day on or after October 1 and terminating on the
last Trading Day in the period ending the following December 31 each year, or on
such other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 of this Plan; provided, however, that
the first Offering Period under the Plan shall commence with the first Trading
Day on or after the date on which the Securities and Exchange Commission
declares the Company's Registration Statement effective and ending on the last
Trading Day on or before March 31, 2000. The Board shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.
5. Participation.
(a) An eligible Employee may participate in the Plan when the Employee has
been employed by the Company or one of its Designated Subsidiaries for
at least one year. An eligible Employee shall commence participation in
the Plan in the enrollment period coincident with or immediately
following the completion of such year of employment.
(b) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Company's
payroll office prior to the applicable Enrollment Date.
(c) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll
in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10
of this Plan.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%)
of the Compensation which he or she receives on each pay day during the
Offering Period. A participant's subscription agreement shall remain in
effect for successive Offering Periods. A participant may change his or
her payroll deductions for a successive Offering Period by completing
and filing a new subscription agreement as provided in Section 5.
(b) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments
into such account.
(c) A participant may cease his or her payroll deductions during the
Offering Period by completing and filing with the Company a new
subscription agreement decreasing his or her payroll deductions to
zero. A cessation of payroll deductions shall not discontinue his or
her participation in the Plan. The cessation of payroll deductions
shall be effective with the first full payroll period following five
(5) business days after the Company's receipt of the new subscription
agreement unless the Company elects to process the change more quickly.
If a participant stops his or her payroll deductions during an
Offering Period, payroll deductions shall not resume at the beginning
of the succeeding Offering Period unless the participant completes and
files with the Company a new subscription agreement as provided in
Section 5.
(d) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) of this Plan, a
participant's payroll deductions may be decreased to zero percent (0%)
at any time during an Offering Period. Payroll deductions shall
recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by
the participant as provided in Section 10 of this Plan.
(e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the
Company's federal, state, or other tax withholding obligations, if any,
which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company may, but shall not be obligated
to, withhold from the participant's compensation the amount necessary
for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 11
of this Plan. Exercise of the option shall occur as provided in Section 8 of the
Plan, unless the participant has withdrawn pursuant to Section 10 of this Plan.
The Option shall expire on the last day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 of this Plan, his or her option will be exercised
automatically on the Exercise Date, and the maximum number of whole shares
subject to the option will be purchased for the Participant at the applicable
Purchase Price with the accumulated payroll deductions then credited to the
Participant's Account. Any amounts remaining in the Account representing a
fractional share shall be carried over to the next Offering Period. During a
participant's lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.
9. Delivery. As promptly as practicable after each Exercise Date on which
a purchase of shares occurs, the shares purchased upon exercise of his or her
option shall be held on deposit with a qualified securities broker-dealer or
financial institution (hereafter both referred to as a "Financial Institution")
for each participant.
10. Withdrawal.
(a) Under the circumstances set forth in Section 19, a participant may
withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under
the Plan by giving written notice to the Company in the form of Exhibit
B to this Plan. All of the participant's payroll deductions credited to
his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the
Offering Period shall be automatically terminated, and no further
payroll deductions for the purchase of shares shall be made for such
Offering Period. If a participant withdraws from his or her account
during an Offering Period, payroll deductions shall not resume at the
beginning of any succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.
(b) A participant's withdrawal from his or her account during an Offering
Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the
Company or in succeeding Offering Periods which may commence after the
termination of the Offering Period during which the participant
withdraws.
11. Termination of Employment. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 of this Plan, and such
participant's option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.
12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. Stock.
(a) Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19 of this Plan, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under
the Plan shall be 75,000 shares. If, on a given Exercise Date, the
number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Company
shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.
(b) The participant shall have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares as held by a Financial Institution for a participant under the
Plan shall be registered in the name of the participant or if requested
by the participant, in the name of the participant and his or her
spouse.
14. Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.
15. Designation of Beneficiary.
(a) A participant may file a written designation of a beneficiary who is
to receive any shares on deposit with a Financial Institution for the
participant under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised. In the
event such shares are registered in the name of the participant and his
or her spouse, the Financial Institution shall disregard the
beneficiary designated and, in all events, shall deliver such shares
to the spouse, if he or she survives the participant. In addition, a
participant may file a written designation of a beneficiary who is to
receive any cash from the participant's account under the Plan in the
event of such participant's death prior to exercise of the option.
(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. 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 or
Financial Institution shall deliver such shares 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 or Financial Institution), the Company or Financial
Institution, in their discretion, may deliver such shares and/or cash
to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the
Company or Financial Institution, then to such other person as the
Company or Financial Institution may designate.
16. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 of this Plan) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect.
17. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price and the number of shares purchased during the
previous calendar year.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares
each participant may purchase per Offering Period (pursuant to Section
7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease
in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise
Date"), and shall terminate immediately prior to the consummation of
such proposed dissolution or liquidation, unless provided otherwise by
the Board. The New Exercise Date shall be before the date of the
Company's proposed dissolution or liquidation. The Board shall notify
each participant in writing, at least ten (10) business days prior to
the New Exercise Date, that the Exercise Date for the participant's
option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn
from the Offering Period as provided in Section 10 of this Plan.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding option shall
be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or
substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Exercise Date (the "New Exercise Date").
The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise
Date, that the Exercise Date for the participant's option has been
changed to the New Exercise Date and that the participant's option
shall be exercised automatically on the New Exercise Date, unless
prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 of this Plan.
20. Amendment or Termination.
(a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 19 of
this Plan, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of
Directors on any Exercise Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interests
of the Company and its stockholders. Except as provided in Section 19
and Section 20 of this Plan, no amendment may make any change in any
option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Section 423 of
the Code (or any other applicable law, regulation or stock exchange
rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required.
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected,"
the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase
of Common Stock for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with the Plan.
(c) In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:
(i) altering the Purchase Price for any Offering Period, but not
including an Offering Period underway at the time of the change in
Purchase Price;
(ii) shortening any Offering Period so that Offering Period ends on a
new Exercise Date, but not including an Offering Period underway
at the time of the Board action; and
(iii)allocating shares.
Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants.
21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 of this Plan.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by directors of the Company, Factual Data Corp. has caused these
presents to be duly executed in its name and behalf by its proper officers
thereunto, duly authorized.
/s/ J.H. Donnan
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J.H. Donnan, President
ATTEST:
/s/ James N. Donnan
- -----------------------------
James N. Donnan, Secretary
EXHIBIT A
FACTUAL DATA CORP.
FACTUAL DATA CORP. 1999 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Offering Period Beginning:______________________
Original Application
Change of Beneficiary(ies)
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Name (Please print):___________________________________________________
(First) (Middle) (Last)
Social Security Number:__________ - ____________ -___________
Address:___________________________________________ Phone (With Area Code):
___________________________________________________ (W)________________
___________________________________________________ (H)________________
- -----------------------------------------------------------------------
1. I hereby elect to participate in the Factual Data Corp. Employee
Stock Purchase Plan (the "Plan") and subscribe to purchase shares of
the Company's Common Stock in accordance with this Enrollment
Agreement and the Plan.
2. I hereby authorize payroll deductions on each payroll date in the amount of %
of my Compensation (from 1 to 10%) during the Offering Period in accordance with
the Plan. (Please note that only whole percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price determined
in accordance with the Plan. I understand that if I do not withdraw from an
Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.
4. I have received a copy of the complete Factual Data Corp.
Employee Stock Purchase Plan. I understand that my participation in
the Plan is in all respects subject to the terms of the Plan. I
understand that my ability to exercise the option under this
Subscription Agreement is subject to shareholder approval of the Plan.
5. Shares purchased for me under the Plan should be issued in the
name(s) of (Employee or Employee and Spouse only):_____________________________
6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the Option
Period during which I purchased such shares) or 1 year after the Exercise Date,
I will be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were purchased by me
over the price which I paid for the shares. I hereby agree to notify the Company
in writing within 30 days after the date of any disposition of my shares and I
will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received income only at the time of such disposition, and
that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 10% of the fair market value of the shares on the first day
of the Option Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Plan. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate in
the Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Plan.
Shares held by the Financial Institution which have been registered in both my
name and my spouse's name shall be distributed to my spouse, if he or she
survives me, notwithstanding this beneficiary designation.
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Primary Beneficiary (please print):_______________________________________
(First) (Middle) (Last)
Relationship:_____________ Percentage Distribution (if Applicable):_______
Beneficiary's Address: ___________________________________________________
(include City, State, Zip)
Contingent or Other Beneficiary (please print):___________________________
(First) (Middle) (Last)
Relationship:_____________ Percentage Distribution (if Applicable):_______
Beneficiary's Address: ___________________________________________________
(include City, State, Zip)
Signature of Spouse:______________________________________________________
(Required if spouse is not named beneficiary)
- --------------------------------------------------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:____________________________ Signature of Employee____________________
EXHIBIT B
FACTUAL DATA CORP.
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Factual Data
Corp. 1999 Employee Stock Purchase Plan which began on _________________, ______
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from his or her account during the Offering Period. He or she hereby
directs the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such Offering
Period. The undersigned understands and agrees that his or her option for such
Offering Period will be automatically terminated. The undersigned understands
further that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to
participate in any succeeding Offering Periods only by delivering to the Company
a new Subscription Agreement.
Name and Address of Participant:
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Signature:
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Date: _______________________________