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EXHIBIT 10.5
SPR INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. SPR INC. (the "Company") hereby establishes the SPR
Inc. Employee Stock Purchase Plan (the "Plan") to provide employees of the
Company and its subsidiaries 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 shall, accordingly, be construed 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) "COMMITTEE" shall mean the Compensation Committee of
the Board.
(d) "COMMON STOCK" shall mean the Common Stock of the
Company.
(e) "COMPANY" shall mean SPR Inc., a Delaware
Corporation.
(f) "COMPENSATION" shall mean all gross earnings,
including earnings from commissions, bonuses and overtime.
(g) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean
continued employment without any interruption or termination of service as an
Employee. Continuous Status as an Employee shall not be considered interrupted
in the case of a leave of absence agreed to in writing by the Company, provided
that such leave is for a period not exceeding 90 days, or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(h) "EMPLOYEE" shall mean any person, including an
officer, whose customary employment with the Company or any subsidiary is at
least twenty (20) hours per week and more than five (5) months in any calendar
year.
(i) "ENROLLMENT DATE" shall mean the first day of each
Offering Period.
(j) "EXERCISE DATE" shall mean the last working day of
the Exercise Period.
(k) "EXERCISE PERIOD" shall mean each six month period
commencing January 1 and July 1.
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(l) "FAIR MARKET VALUE" shall mean an amount equal to the
fair market value of the Common Stock as determined by the Board in its
judgment, or, if there is at sometime hereafter a public market for the Common
Stock, the mean of the closing bid and asked quotations for a share of Common
Stock in the over-the-counter market as of the date for which such value is
being determined, as reported by the National Association of Securities
Dealers, Inc. or, in the event that the Common Stock is listed on The Nasdaq
National Market or any exchange, the closing price on such exchange on that
date or, if there were no sales on that date, the mean of the bid and asked
prices for Common Stock on that exchange at the close of business on that date.
(m) "OFFERING PERIOD" shall mean a period of six (6)
months during which Options are granted pursuant to the Plan.
(n) "OPTION" shall mean an option granted under the Plan
which entitles an Employee to purchase shares of Common Stock.
(o) "PARTICIPANT" shall mean an Employee who elects to
participate in the Plan.
(p) "PLAN" shall mean this Employee Stock Purchase Plan.
(q) "SUBSIDIARY" shall mean a corporation, domestic or
foreign, of which not less than 80% 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.
3. ELIGIBILITY.
(a) Any Employee who is employed by the Company or a
Subsidiary 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) if,
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 stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary, or (ii) which permits his or
her rights to purchase stock under all employee stock purchase plans of the
Company and its subsidiaries to accrue 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
day of each January 1 and July 1
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and ending on the last working day of such Offering Period, the first Offering
Period shall begin on _____________ and shall end on ________________. Subject
to the stockholder approval requirements of Section 22, the Committee shall
have the power to change the duration of Offering Periods with respect to
future offerings without stockholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.
5. PARTICIPATION.
(a) An eligible Employee may become a Participant in the
Plan by completing a payroll deduction authorization form and filing it with
the Company's payroll office at least five (5) business days prior to the
applicable Enrollment Date, unless a later time for filing the subscription
agreement is set by the Committee for all eligible Employees with respect to a
given Offering Period.
(b) 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 as provided in Section 10.
6. PAYROLL DEDUCTIONS.
(a) At the time a Participant files his or her payroll
deduction authorization form, he or she shall elect to have payroll deductions
made on each payday during the Offering Period, subject to such dollar or
percentage limitations during an Offering Period as the Company shall determine
prior to such Offering Period as described in the applicable payroll deduction
authorization form, provided, however, that the aggregate of such payroll
deductions during the Offering Period shall not exceed twenty percent (20%) of
the Participant's aggregate Compensation during said Offering Period and not be
less than Fifty Dollars ($50.00) per payroll period.
(b) All payroll deductions made for a Participant shall
be credited to his or her account under the Plan. A Participant may not make
any additional payments into such account.
(c) A Participant may discontinue participation in the
Plan as provided in Section 10 but may not decrease or increase the rate or
amount of his or her payroll deductions during an Offering Period. A
Participant may change the rate or amount of his or her payroll deductions
before the Enrollment Date for any Offering Period by completing or filing with
the Company a payroll authorization form changing the rate or amount of payroll
deductions. The change in rate or amount shall be effective with the first
full payroll period to occur during such Offering Period. Subject to the
limitations of Section 6(a), a Participant's payroll authorization form shall
remain in effect for successive Offering Periods unless revised as provided
herein or terminated as provided in Section 10.
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(d) Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(3) of the Code and Section 3(b) herein,
a Participant's payroll deductions may be decreased or ended, during any
calendar year in which the total of accumulated payroll deductions equal Twenty
Thousand Dollars ($20,000). Payroll deductions shall recommence at the rate
provided in such Participant's payroll deduction authorization form 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.
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 each Exercise Date during such Offering Period
up to a number of shares of 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 eighty-five percent (85%) of
the Fair Market Value of a share of the Common Stock on the Exercise Date;
provided that in no event shall an Employee be permitted to purchase during
each Offering Period more than a number of shares determined by dividing
$20,000 by the fair market value of a share of the Common Stock on the
Enrollment Date, and provided further that such purchase shall be subject to
the limitations set forth in Section 3(b) and 12 hereof. Exercise of the
Option shall occur as provided in Section 8, unless the Participant has
withdrawn pursuant to Section 10, and shall expire on the last day of the
Offering Period.
8. EXERCISE OF OPTION. The Company will give each Participant
notice of each Exercise Date thirty (30) days prior to such Exercise Date.
Unless a Participant withdraws from the Plan as provided in Section 10 his or
her Option for the purchase of shares will be exercised automatically on the
last working day of the Offering Period, and the maximum number of full shares
subject to Option shall be purchased for such Participant at the applicable
Option price with the accumulated payroll deductions in his or her account.
Any amount remaining in the Participant's account after an Exercise Date shall
be held in the account until the next Exercise Date of the Offering Period,
unless the Offering Period has been oversubscribed or has terminated with such
Exercise Date, in which case such amount shall be refunded to the Participant.
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 Company shall arrange the delivery to
each Participant, as appropriate, of a certificate representing the Common
Stock purchased upon exercise of his or her Option.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) 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 at any time by giving written notice
to the Company. All of the Participant's payroll deductions credited to his or
her account will be paid to such Participant promptly after receipt of notice
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of withdrawal and such Participant's Option for the Offering Period will be
automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the Offering Period. If a Participant withdraws
from an Offering Period, payroll deductions will not resume at the beginning of
the succeeding Offering Period unless the Participant delivers to the Company a
new payroll deduction authorization form.
(b) Upon termination of the Participant's Continuous
Status as an Employee prior to the Exercise Date for any reason, including
retirement or death, the payroll deductions credited to such Participant's
account during the Offering Period but not yet used to exercise the Option will
be returned to such Participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 14, and such Participant's
Option will be automatically terminated, provided however, that, in the event
of the Participant's death, the Option may be exercised by his or her
beneficiary designated under Section 14.
(c) In the event an Employee fails to remain in
Continuous Status as Employee of the Company for at least twenty (20) hours per
week during an Offering Period in which the Employee is a Participant, he or
she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to his or her account will be returned to such Participant
and such Participant's Option terminated.
(d) A Participant's withdrawal from an Offering Period
will 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 commence after the termination of the Offering Period
from which the Participant withdraws.
11. INTEREST. No interest shall accrue on the payroll deductions
of a Participant in the Plan.
12. STOCK.
(a) The maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall be Five
Hundred Thousand (500,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 18. 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 will have no interest or voting right
in shares covered by his Option until such Option has been exercised and the
applicable shares of Common Stock are issued to him or her.
(c) Shares to be delivered to a Participant under the
Plan will be registered in the name of the Participant or in the name of the
Participant and his or her spouse.
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13. ADMINISTRATION. The Plan shall be administered by the
Committee. The administration, interpretation or application of the Committee
shall be final, conclusive and binding upon all Participants. Notwithstanding
the provisions of Subsection (a) of this Section 13, in the event that Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor provision ("Rule 16b-3") provides specific
requirements for the Administrators of plans of this type, the Plan shall only
be administered by such body and in such a manner as shall comply with the
applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no
discretion concerning decisions regarding the Plan shall be afforded to any
person other than a "Non-Employee Director" as that term is defined in Rule
16b-3.
14. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan if such Participant dies after an Exercise
Date on which the Option is exercised but before receiving his or her Common
Stock and cash. 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 or exercise the Option on behalf of the Participant 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 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), the Company, in its discretion, may deliver
such share 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, then to such other persons as the Company may designate.
15. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account, nor any rights regarding an Option 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 14
hereof) by the Participant. Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds from an Offering Period in accordance
with Section 10. An Option may be exercised only by the Participant during his
or her lifetime, or, in the event of the Participant's death, by his or her
estate or the person who acquires the right to exercise such Option by bequest
or inheritance, pursuant to Sections 10(b) and 14.
16. 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.
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17. REPORTS. Individual accounts will be maintained for each
Participant in the Plan. Statements of account will be given to participating
Employees as soon as practical following the Exercise Date, which statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate
number of shares of Common Stock with respect to which Options may be granted,
the aggregate number of shares of Common Stock subject to each outstanding
Option, and the Option Price per share of each Option may be appropriately
adjusted as the Committee may determine for any increase or decrease in the
number of shares of issued Common Stock resulting from a subdivision or
consolidation of shares, whether through reorganization, recapitalization,
stock split-up, stock distribution or combination of shares, or the payment of
a share dividend or other increase or decrease in the number of such shares
outstanding effected without receipt of consideration by the Company.
Adjustments under this Section 18 shall be made according to the sole
discretion of the Committee, and its decision shall be binding and conclusive.
19. DISSOLUTION, MERGER AND CONSOLIDATION. Upon the dissolution
or liquidation of the Company, or upon a merger or consolidation of the Company
in which the Company is not the surviving corporation, each Option granted
hereunder shall expire as of the effective date of such transaction; provided,
however, that the Committee shall give at least 30 days' prior written notice
of such event to each Participant during which time he or she shall have a
right to exercise his or her wholly or partially unexercised Option and,
subject to prior expiration pursuant to Section 6(b) or (c), each Option shall
be exercisable after receipt of such written notice and prior to the effective
date of such transaction.
20. AMENDMENT OR TERMINATION. The Board may at any time and for
any reason terminate or amend the Plan. Except as provided in Section 18, no
such termination can affect Options previously granted, provided that an
Offering Period may be terminated by the Board on any Exercise Date if the
Board determines that the termination of the Plan is in the best interests of
the Company and its stockholders. Except as provided in Section 18, no
amendment or termination shall be made which would impair the rights of any
Participant under any outstanding Option, without his or her consent. In
addition to the extent necessary to comply with Rule 16b-3 or under Section 423
of the Code (or any other successor rule or provision or any other applicable
law or regulation), the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.
21. NOTICES. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered (a) to the Company on the date
it is personally delivered to the Secretary of the Company at its principal
executive offices or three business days after it is sent by registered or
certified mail, postage prepaid, addressed to the Secretary at such offices;
and (b) to an optionee on the date it is personally delivered to him or her or
three business days after it is sent by registered or certified mail, postage
prepaid, addressed to him or her at the last address shown for him or her on
the records of the Company or of any Subsidiary.
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22. STOCKHOLDER APPROVAL. The Plan shall be subject to approval
by the stockholders of the Company. Such stockholder approval shall be
obtained in the degree and manner required under the Delaware General
Corporation Law.
23. 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 complies with all applicable provisions of
law, domestic or foreign, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, 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.
24. TERM OF PLAN. The Plan shall become effective upon its
approval by the stockholders of the Company as described in Section 22. It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 20.
25. MISCELLANEOUS.
(a) Legal and Other Requirements. The obligations of the
Company to sell and deliver Common Stock under the Plan shall be subject to all
applicable laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under the Securities
Act of 1933. Certificates for shares of Common Stock issued hereunder may be
legended as the Committee shall deem appropriate.
(b) Withholding Taxes. Upon the exercise of any Option
under the Plan, the Company shall have the right to require the Participant to
remit to the Company an amount sufficient to satisfy all federal, state and
local withholding tax requirements prior to the delivery of any certificate or
certificates for shares of Common Stock.
(c) Right to Terminate Employment. Nothing in the Plan
or any agreement entered into pursuant to the Plan shall confer upon any
employee the right to continue in the employment of the Company or any
Subsidiary or affect any right which the Company or any Subsidiary may have to
terminate the employment of such employee.
(d) Applicable Law. All questions pertaining to the
validity, construction and administration of the Plan and Options granted
hereunder shall be determined in conformity with the laws of the State of
Delaware, to the extent not inconsistent with Section 423 of the Code and
regulations thereunder.
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(e) Elimination of Fractional Shares. If under any
provision of the Plan which requires a computation of the number of shares of
Common Stock subject to an Option, the number so computed is not a whole number
of shares of Common Stock, such number of shares of Common Stock shall be
rounded down to the next whole number and remaining paid in cash.
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