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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. Except as provided in the second sentence
of this Section 4 the Plan shall be implemented by consecutive Offering Periods
with a new Offering Period
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commencing on the first working day on or after each January 1 and July 1 and
ending on the last working day of such Offering Period. The first Offering
Period hereunder shall commence on the first date of the offering to the public
of shares of Common Stock under the Company's First Registration Statement on
Form S-1 under the Securities Act of 1933, as amended (the "S-1 Registration
Statement") and shall end on the last day of June 1997. 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 an enrollment form and, if the Participant's contributions
to the Plan are made by payroll deductions, a payroll deduction authorization
form and filing such forms with the Company at least five (5) business days
prior to the applicable Enrollment Date, unless a later time for filing the
forms is set by the Committee for all eligible Employees with respect to a
given Offering Period.
(b) Payroll deductions for a Participant who elect to
contribute by payroll deduction 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 11. Lump sum cash contributions made by a Participant must be made by
the last payroll date in the Offering Period for which the payment is made.
6. PARTICIPANT CONTRIBUTIONS. Participant contributions may be
made by payroll deductions or by a lump sum cash payment.
(a) At the time a Participant files his or her payroll
deduction authorization form, the Participant shall elect to have payroll
deductions made on each payday during the Offering Period. All Participant
payroll deduction contributions and lump sum cash contributions are subject to
such dollar or percentage limitations during an Offering Period as the Company
shall determine prior to such Offering Period provided, however, that the
aggregate of such Participant contributions 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 or, in the case of lump sum cash payments, One Thousand Dollars
($1,000.00) for the Offering Period.
(b) All payroll deductions made for a Participant and all
lump sum cash contributions made by a Participant shall be credited to his or
her payroll deduction account under the Plan (the "Payroll Deduction Account").
No interest shall accrue on a Participant's contributions deposited in the
Participant's Payroll Deduction 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 11.
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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 contributions may be decreased or ended, during any
calendar year in which the total of accumulated contributions equal Twenty-Five
Thousand Dollars ($25,000). 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 11.
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
Participant's contributions accumulated prior to such Exercise Date and
retained in the Participant's Payroll Deduction Account as of the Exercise Date
by a price equal to the lesser of (i) eighty-five percent (85%) of
the Fair Market Value of a share of Common Stock on the Enrollment Date and
(ii) eighty-five percent (85%) of the Fair Market Value of a share of Common
Stock on the Exercise Date; provided, however, that for the purpose of the
first Offering Period the purchase price shall be an amount equal to the lesser
of (i) eighty-five percent (85%) of the offering price per share of Common
Stock to the public pursuant to the S-1 Registration Statement and (ii)
eighty-five percent (85%) of the Fair Market Value of a share of Common stock
on the Exercise Date; provided further that in no event shall an Employee be
permitted to purchase during each Offering Period more than a number of shares
determined by dividing $25,000 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 Sections 3(b) and 12 hereof.
Exercise of the Option shall occur as provided in Section 8, unless the
Participant has withdrawn pursuant to Section 11, 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 11 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 contributions in his or her Payroll Deduction
Account. Any amount remaining in the Participant's Payroll Deduction 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. BROKERAGE ACCOUNTS OR PLAN SHARE ACCOUNTS. By enrolling in
the Plan, each Participant shall be deemed to have authorized the establishment
of a brokerage account on his or her behalf at a securities brokerage firm
selected by the Committee. Alternatively, the Committee may provide for Plan
share accounts for each Participant to be established by the Company or by an
outside entity selected by the Committee which is not a brokerage firm. Shares
purchased by a Participant pursuant to the Plan shall be held in the
Participant's brokerage or Plan share account (the "Plan Share Account") in his
or her name, or if the Participant so indicates on his or her payroll deduction
authorization form, in the Participant's name jointly with a member of the
Participant's family, with right of survivorship. A Participant who is a
resident of a jurisdiction which does not recognize such a joint tenancy may
request that such shares of Common Stock be held in his or her name as tenant
in common with a member of the Participant's family, without right of
survivorship.
10. CERTIFICATES. Certificates for shares of Common Stock
purchased under the Plan will not be issued automatically. However,
certificates for whole shares of Common Stock shall be issued as soon as
practicable following a Participant's written request. The Company may make a
reasonable charge for the issuance of such certificates. Fractional interests
in shares of Common Stock shall be carried forward in a Participant's Plan
Share Account until they equal one whole share of Common Stock or until the
termination of the Participant's participation in the Plan, in which event an
amount equal to the value of such fractional interest shall be paid to the
Participant in cash.
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11. WITHDRAWAL; TERMINATION OF EMPLOYMENT
(a) A Participant may withdraw all but not less than all
the contributions credited to his or her Payroll Deduction 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 contributions credited to his
or her Payroll Deduction Account will be paid to such Participant promptly
after receipt of notice of withdrawal and such Participant's Option for the
Offering Period will be automatically terminated, and no further contributions
for the purchase of shares may 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 contributions credited to such Participant's Payroll
Deduction 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
contributions credited to his or her Payroll Deduction 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.
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 of Common Stock covered by his or her Option until such Option has
been exercised and payment for such shares has been completed on the Exercise
Date. A Participant shall have no right to vote any fractional interest in a
share of Common Stock credited to his or her Plan Share Account.
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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 the immediately preceding sentence, 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 shall comply with
the applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no
discretion concerning decisions regarding the Plan sahll 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 Payroll Deduction Account and Plan Share Account if such
Participant dies after an Exercise Date on which the Option is exercised but
before receiving his or her Common Stoch and cash. In addition, a
Participant's Payroll Deduction Account 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 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, then to such other persons as the Company may designate.
15. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's Payroll Deduction 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 11. 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
11(b) and 14.
16. USE OF FUNDS. All Participant contributions received or held
by the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall be not be obligated to segregate such
contributions.
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17. REPORTS. Individual Payroll Deduction Accounts and Plan
Share Accounts will be maintained for each Participant in the Plan. Statements
of such accounts will be given to Participants as soon as practical following
each Exercise Date, which statements will set forth the amounts of the
Participant's contributions, per share purchase price, the number of shares of
Common Stock 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 crediting such Participant's Plan
Share Account with the shares of Common stock purchased upon the exercise of
such Option or the delivery of any certificate or certificates for such 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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