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EXHIBIT 11
EXIDE ELECTRONICS GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Exide Electronics Group, Inc. Employee
Stock Purchase Plan is to provide as incentive for Eligible Employees to remain
in the employ of the Corporation and to devote their best efforts to its success
by affording such employees an opportunity to acquire the Corporation's Common
Stock in a convenient and advantageous fashion.
2. Definitions. Whenever used in the Plan:
(a) "Alternative Offering Price" means 85 percent of the Fair Market
Value of Common Stock on the last day of a Purchase Period.
(b) "Beneficiary" means the person designated by an Eligible Employee,
in accordance with Section 10(c), to make the election pursuant to Section
10(a) to purchase and receive shares of Common Stock or to cancel the
option and receive cash in the event of such Eligible Employee's death.
(c) "Board" means the Board of Directors of Exide Electronics Group,
Inc.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Benefit Plan Committee appointed by the
Board.
(f) "Common Stock" means the Common Stock, par value $0.01 per share,
of Exide Electronics Group, Inc.
(g) "Compensation" means the regular, basic salary received by an
Eligible Employee from the Corporation.
(h) "Corporation" means Exide Electronics Group, Inc. and such of its
Subsidiaries existing as of the effective date of the adoption of the Plan,
or thereafter acquired, as may be designated from time to time by the
Board.
(i) "Disability" means total disability, as defined in the Exide
Electronics Group, Inc.'s 401(k) Retirement Benefit Plan.
(j) "Eligible Employee" means any employee of the Corporation on an
Offering Date during the term of the Plan, except an employee whose
customary employment is 20 hours or less per week or is for not more than 5
months in any calendar year.
(k) "Fair Market Value" means, if regularly traded on an exchange or
in the NASDAQ National Market Systems, the average of the highest and
lowest selling prices for the five (5) immediately preceding trading dates
before a given date and if not regularly traded on an exchange or in the
NASDAQ National Market Systems, the average of the bid and asked prices at
the close of trading on the five (5) immediately preceding trading dates
before a given date.
(l) "Offering Date" means the day designated by the Board for any
offering made under the Plan.
(m) "Offering Price" means 85 percent of the Fair Market Value of
Common Stock on an Offering Date.
(n) "Plan" means the Exide Electronics Group, Inc. Employee Stock
Purchase Plan, as amended from time to time.
(o) "Purchase Period" means the period of 12 months for each offering
made under the Plan during which payroll deductions shall be made from the
Compensation of Eligible Employees granted an option under the offering,
provided, that notwithstanding the foregoing, the last day of the Initial
Purchase Period under the Plan shall be December 31, 1990.
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(p) "Retirement" means retirement under Exide Electronics Group,
Inc.'s 401(k) Retirement Benefit Plan or the retirement plan of a
Subsidiary.
(q) "Subsidiary" means a subsidiary corporation of Exide Electronics
Group, Inc., as defined in Section 425(f) of the Code.
3. Administration.
(a) Except where the Plan specifically reserves the determination of
matters to the Board, the Plan shall be administered by the Committee. In
addition to its duties with respect to the Plan stated elsewhere in the
Plan, the Committee shall have full authority, consistently with the Plan,
to interpret the Plan, to promulgate such rules and regulations with
respect to the Plan as it deems desirable and to make all other
determinations necessary or desirable for the administration of the Plan.
All decisions, determinations and interpretations of the Committee shall be
binding upon all persons.
(b) It is intended that the Plan shall constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Code. The Committee
shall administer the Plan in such a manner as to carry out this intention.
4. Shares Subject to the Plan. The aggregate number of shares of Common
Stock which may be purchased pursuant to options granted under the Plan is
600,000 shares, subject to adjustment pursuant to Section 17. All options
granted pursuant to the Plan shall be subject to the same rights and privileges.
The shares of Common Stock delivered by the Corporation pursuant to the Plan may
be previously issued shares reacquired by the Corporation or authorized but
unissued shares. If any option expires or terminates for any reason without
having been exercised in full, the shares covered by the unexercised portion of
such option shall again be available for options within the limit specified
above.
5. Offerings. Subject to the provisions of the Plan, the Board shall from
time to time in its discretion make offerings to Eligible Employees to purchase
Common Stock under the Plan. The terms and conditions for each such offering
shall specify the Offering Date, the Offering Price, the Purchase Period and the
number of shares of Common Stock that may be purchased under the offering.
6. Number of Shares Employee May Purchase.
(a) Pursuant to any offering made under the Plan, and subject to the
provisions of the Plan, each Eligible Employee shall be offered an option
to purchase any number of whole shares of Common Stock not exceeding 1,000
shares.
(b) No Eligible Employee may be granted an option to purchase shares
of Common Stock under the Plan which would permit his or her rights to
purchase shares of stock under all employee stock purchase plans of Exide
Electronics Group, Inc. and its Subsidiaries to accrue at a rate which
exceeds $25,000 of fair market value of such stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding at any time.
(c) No Eligible Employee may be granted an option to purchase shares
of Common Stock under the Plan if such Eligible Employee, immediately after
the option is granted, would own stock possessing 5 percent or more of the
total combined voting power or value of all classes of stock of Exide
Electronics Group, Inc. or its Subsidiaries. For purposes of determining
stock ownership under this paragraph, the rules of Section 425(d) of the
Code shall apply and stock which the Eligible Employee may purchase under
outstanding options shall be treated as stock owned by each Eligible
Employee.
7. Method of Participation.
(a) The Committee shall give notice to Eligible Employees of each
offering of options to purchase shares of Common Stock pursuant to the Plan
and the terms and conditions for each offering. Such notice shall specify
the number of shares of Common Stock which may be covered by the option to
be offered to each Eligible Employee.
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(b) Each Eligible Employee who desires to accept all or any part of
the option to purchase shares of Common Stock under an offering shall
signify his or her election to do so by authorizing the Corporation, in the
form and manner prescribed by the Committee, to make payroll deductions
equal to any whole percentage of his or her Compensation not to exceed 10
percent. Such election and authorization shall continue in effect unless
and until such Eligible Employee withdraws from the Plan or terminates his
or her employment with the Corporation, as provided in Sections 9 and 10,
respectively.
8. Payroll Deductions.
(a) The percentage of Compensation elected by each Eligible Employee
for the purchase of shares of Common Stock covered by the option granted to
such Eligible Employee in any offering shall be deducted from his or her
Compensation during the Purchase Period specified in the offering through
regular payroll deductions, and shall be credited to an account maintained
in his or her name. The percentage of such payroll deductions may not be
increased or decreased by the Eligible Employee during the Purchase Period,
except that such payroll deductions may be terminated in their entirety
pursuant to Section 9.
(b) If the payroll deductions of an Eligible Employee participating in
any offering under the Plan are temporarily discontinued because of leave
of absence, temporary disability or other similar reasons, such Eligible
Employee may, before the end of the Purchase Period, pay to the Corporation
in one lump sum an amount equal to the payroll deductions which were
temporarily discontinued, and such amount shall be credited to his or her
account for the purchase of shares of Common Stock under the option granted
to such Eligible Employees.
9. Right to Withdraw. At any time before the last regular payroll
deduction to be made during the Purchase Period for any offering, an Eligible
Employee granted an option to purchase shares of Common Stock under such
offering may direct the Corporation to make no further deductions from his or
her Compensation with respect to such option, in which case all payroll
deductions with respect to such option shall cease. In that event, the Eligible
Employee may direct that any amounts already credited to his or her account with
respect to the offering shall be retained by the Corporation until the end of
the Purchase Period, at which time there shall be issued to such Eligible
Employee the number of whole shares which can be purchased with the amount in
his or her account, and any remaining balance in the account shall be paid to
him or her in cash as soon as practicable thereafter. Alternatively, the
Eligible Employee may elect to cancel the option, in which case the Corporation
shall refund in cash all amounts credited to his or her account with respect to
the offering as soon as practicable after such cancellation. As Eligible
Employee's election to terminate payroll deductions but remain in the offering,
or to cancel an option and withdraw from the offering altogether, shall be made
by the filing of a notice with the Committee in the form and manner and within
the time period prescribed by it.
10. Rights Upon Death or Other Termination of Employment.
(a) If the employers of an Eligible Employee granted an option to
purchase shares of Common Stock under any offering terminates before the
final payroll deduction under such offering because of death, Disability or
Retirement, the Eligible Employee or, if applicable, such Eligible
Employee's Beneficiary or the executor or administrator of such Eligible
Employee's estate, may (i) cancel the option, in which event the
Corporation shall refund in cash all amounts credited to such Eligible
Employee's account under the offering as soon as practicable thereafter, or
(ii) elect to receive at the close of the Purchase Period for such offering
the number of whole shares which can be purchased with the amounts actually
credited to his or her account during such Purchase Period with any balance
in his or her account to be refunded in cash as soon as practicable
thereafter. An election by an Eligible Employee pursuant to this paragraph
shall be made within three months after Retirement or Disability, whichever
is applicable, and within 15 months after the date the option was granted.
An election pursuant to this paragraph in the event of the Eligible
Employee's death shall be made before the final payroll deduction under the
offering in which such Eligible Employee was participating, or within three
months after his or her death, whichever is later, but in no event more
than 15 months after the date the option was granted. Notification of an
election pursuant to this paragraph shall be filed with the Committee in
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the form and manner prescribed by it. If no such notification is filed
within the periods prescribed, the Corporation shall treat the option as
cancelled in accordance with subdivision (i) of this paragraph.
(b) If the employment of an Eligible Employee granted an option under
any offering terminates for any reason other than death, Disability or
Retirement, the Corporation shall refund in cash the amount credited to his
or her account under such offering.
(c) Each Eligible Employee may designate a Beneficiary, in the form
and manner prescribed by the Committee, to make the election pursuant to
paragraph (a) of this section in the event of such Eligible Employee's
death. Such Beneficiary designation may be changed by the Eligible Employee
at any time. If there is no valid Beneficiary designation at the time of
the Eligible Employee's death (because the designated Beneficiary
predeceased the Eligible Employee or for any other reason), the election
shall be made by the executor or administrator of the Eligible Employee's
estate.
11. Exercise of Options and Purchase of Shares.
(a) Unless an Eligible Employee granted an option under any offering
has subsequently withdrawn from the offering pursuant to Section 9, such
option shall be deemed to have been exercised as of the last day of the
Purchase Period for such offering and shall become on such date an
irrevocable obligation to purchase Common Stock in accordance with the
provisions of the Plan. The number of whole shares of Common Stock so
purchased by each such Eligible Employee shall be determined by dividing
the amount accumulated in his or her account during the Purchase Period by
the lower of the Offering Price or the Alternative Offering Price, and
adjusting the resulting number of shares to the next lowest whole number,
but in no event shall exceed the maximum number of shares such Eligible
Employee was entitled to purchase pursuant to the limitations provided in
Section 6. As soon as practicable thereafter, certificates for the number
of whole shares of Common Stock purchased by such Eligible Employee
pursuant to this paragraph shall be issued to him or her. Any balance
remaining in the account of an Eligible Employee after such purchase shall
be refunded to him or her in cash as soon as practicable thereafter.
(b) If, with respect to any offering made under the Plan, Eligible
Employees participating in the offering became entitled at the end of the
Purchase Period for such offering to purchase more than the aggregate
number of shares of Common Stock specified by the Board for that offering,
the Committee shall adjust the aggregate number of shares purchased by
Eligible Employees participating in the offering on a pro rata basis so as
not to exceed such specified number of shares, and any amounts remaining in
the accounts of Eligible Employees shall be refunded in cash as soon as
practicable thereafter.
12. Shareholder Rights. An Eligible Employee granted an option to
purchase shares of Common Stock under the Plan shall not be entitled to any
rights as a shareholder with respect to any shares covered by such option until
such shares shall have been registered on the transfer books of Exide
Electronics Group, Inc. in the name of such person.
13. Rights Not Transferable. An Eligible Employee's rights under the Plan
are exercisable, during his or her lifetime, only by such employee and may not
be sold, pledged, assigned or transferred in any manner other than by will or
the laws of descent and distribution. Any attempt to sell, pledge, assign or
transfer such rights shall be void and shall automatically cause the option held
by the Eligible Employee to be terminated. In such event, the Corporation shall
refund in cash all amounts credited to the account of such Eligible Employee in
an offering under the Plan.
14. Notice of Premature Disposition. If, within two years after the date
of grant of an option to an Eligible Employee under the Plan or within one year
after the transfer of shares of Common Stock to such Eligible Employee on
exercise of the option, the Eligible Employee makes a disposition (as defined in
Section 425(c) of the Code) of any shares of such Common Stock, such Eligible
Employees shall notify the Committee within 10 days after such disposition. The
Committee may direct that a legend restricting transfer in the absence of
appropriate notification be affixed to any stock certificates representing
Common Stock transferred under the Plan.
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15. Use of Proceeds: The proceeds received by the Corporation from the
sale by it of shares of Common Stock to persons exercising options pursuant to
the Plan will be used for the general purposes of Exide Electronics Group, Inc.
and its Subsidiaries.
16. Laws, Regulations and Listings: All rights granted or to be granted
to Eligible Employees under the Plan are expressly subject to all applicable
laws and regulations and to the approval of all governmental authorities
required in connection with the authorization, issuance, sale or transfer of the
shares of Common Stock reserved for the Plan including, without limitation,
there being a current registration statement covering the offer of shares of
Common Stock purchasable under options on the last day of the Purchase Period
applicable to such options. If a registration statement shall not then be
effective, the term of such options and the Purchase Period shall be extended
until the first business day after the effective date of such registration
statement, or post-effective amendment thereto, but in no event later than 15
months after the date such options were granted. In addition, all rights are
subject to the due listing of such shares of Common Stock in the NASDAQ National
Market System or on any stock exchanges where the Common Stock is listed.
17. Adjustment Upon Changes in Capitalization: If there is a change in
the number or kind of outstanding shares of Exide Electronics Group, Inc.'s
stock by reason of a stock dividend, stock split up, recapitalization, merger,
consolidation, combination or other similar event, appropriate adjustments shall
be made by the Board to the number and kind of shares subject to the Plan, the
number and kind of shares under options then outstanding, the maximum number of
shares available for options, the Offering Price and Alternative Offering Price,
and other relevant provisions, to the extent that the Board, in its sole
discretion, determines that such change makes such adjustments necessary or
equitable.
18. No Employment Rights. Nothing in the Plan shall confer upon any
employee of the Corporation any right to continued employment, or interfere with
the right of the Corporation to terminate his or her employment at any time.
19. Termination; Amendments
(a) The Board may at any time terminate the Plan. Unless the Plan
shall previously have been terminated by the Board, it shall terminate on
February 28, 1999. No option may be granted after such termination. Upon
termination of the Plan, shares of Common Stock shall be issued to Eligible
Employees, and cash, if any, remaining in the accounts of the Eligible
Employees shall be refunded to them, as if the Plan were terminated at the
end of a Purchase Period.
(b) The Board may at any time or times amend the Plan or amend any
outstanding option or options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any
other purpose which at the time may be permitted by law.
(c) Except as provided in Section 17, no such amendment shall, without
the approval of the shareholders of Exide Electronics Group, Inc.: (i)
increase the maximum number of shares which may be purchased pursuant to
options granted under the Plan; (ii) reduce the price at which shares of
Common Stock subject to options granted under the Plan may be purchased;
(iii) change the definition of Subsidiaries eligible to participate in the
Plan; (iv) change the class of persons eligible to participate in the Plan;
or (v) materially increase the benefits accruing to participants in the
Plan.
(d) No termination or amendment of the Plan shall, without the consent
of an Eligible Employee, adversely affect the Eligible Employee's rights
under any option previously granted under the Plan.
20. Effective Date. The Plan shall become effective upon approval by the
Board; provided, however, that the Plan shall be submitted to the shareholders
of Exide Electronics Group, Inc. for approval, and if not approved by the
shareholders within one year from the date of approval by the Board shall be of
no force and effect. No offering to purchase shares of Common Stock shall be
made under the Plan unless and until such shareholder approval shall have been
obtained.
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