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EXHIBIT 10(D)(1)
1990 EMPLOYEE STOCK PURCHASE PLAN
OF
NORSTAN, INC.
As Amended May 29, 1998
1. Purpose. The purpose of this 1990 Employee Stock Purchase Plan (the
"Plan") is to secure to Norstan, Inc. (the "Company"), its Subsidiaries and its
shareholders the advantages of the incentive inherent in stock ownership on the
part of the employees of the Company and its Subsidiaries and to provide the
employees with a proprietary interest in and a greater concern for the welfare
of the Company as an incentive to continued service with the Company and its
Subsidiaries.
2. Stock Subject to the Plan. A total of 1,856,000 shares of the common
stock, par value $.10 per share ("Common Stock"), of the Company may be issued
under this Plan (after giving effect to a two-for-one split of the Company's
Common Stock on July 31, 1996), subject to adjustment as provided herein.
3. Eligibility. Any employee of the Company or its Subsidiaries who has
attained the age of 18 and completed one month of employment is eligible to
participate in this Plan. For purposes of this Plan, "Subsidiary" means any
entity, at least 75% of the outstanding voting stock or voting power of which is
beneficially owned, directly or indirectly, presently or in the future, by the
Company.
4. Participation. Any eligible employee may elect to participate in this
Plan at any time during the continuance of this Plan by delivering to the
Company an authorization for payroll deductions, executed by the participating
employee (the "Participant"), in such form as may be prescribed by the Company
from time to time.
An employee's participation in this Plan is entirely
voluntary. Each employee shall understand that there are risks involved in stock
ownership and that the Company, its Subsidiaries and their officers and
directors are making no recommendations to their employees regarding the
purchase of shares of the Company, which is a personal decision for each
employee.
5. Employee Contributions. A Participant shall, by completing the form
described in paragraph 4 hereof, authorize payroll deductions in an amount
specified by the Participant in said form. No payroll deduction shall be less
than $10.00 per pay period, nor more, per pay period, than 10% of the gross pay
of the Participant. Such authorization form shall be effective only for the
calendar year specified therein. Subsequent to the completion of such
authorization form, not more than one change in the authorized payroll deduction
may be made by the Participant in each such calendar year.
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6. Stock Purchase; Purchase Price. After the end of each calendar quarter,
the amounts contributed hereunder by each Participant shall be applied to
purchase from the Company authorized but unissued shares of Common Stock,
provided that the Participant has been continuously employed by the Company or
its Subsidiaries through the end of such calendar quarter.
The purchase price for the shares purchased hereunder shall be
85% of the low price for the Common Stock reported on NASDAQ on the last
business day of such calendar quarter.
7. Refund of Employee Contributions. At any time prior to the end of a
calendar quarter, all amounts contributed hereunder by a Participant by
authorized payroll deductions shall be refunded without interest to the
Participant at his or her request.
If a Participant's employment with the Company or its
Subsidiaries is terminated for any reason, or upon the death of the Participant,
all amounts deducted under this Plan from the Participant's gross pay during the
calendar quarter in which such termination or death occurs shall be refunded,
without interest, to the Participant.
If the Board of Directors of the Company suspends or
terminates this Plan as hereinafter provided, it shall have the power to cause
all amounts deducted hereunder from the Participants' gross pay during the
calendar quarter in which such suspension or termination occurs to be refunded,
without interest, to the Participants.
8. Income Tax Consequences. Each Participant shall understand that, under
the Internal Revenue Code of 1986, as amended, where stock is transferred by an
employer to an employee for an amount less than the fair market value of stock,
the employee must include in his or her income the difference between the fair
market value and the amount paid by the employee for the stock. In connection
with the purchase of shares by a Participant pursuant to this Plan, the Company
shall have the right to withhold from the Participant's other compensation, or
to require the Participant to remit to the Company, an amount sufficient to
satisfy any applicable federal, state or local tax withholding requirements.
9. Reports. The Company shall provide to each Participant under this Plan
a copy of the Company's Annual Report to Shareholders each year during the
continuance of this Plan.
10. Assignment. The interest of a Participant hereunder with respect to any
shares is not subject to the claims of creditors, or to assignment or transfer
other than by will or the laws of descent and distribution.
11. Dilution or Other Adjustments; Dividends. In the event of any change in
the capital structure of the Company, including but not limited to a change
resulting from a stock dividend or split-up, or combination or reclassification
of shares, the Board of Directors shall make such adjustments with respect to
the shares subject to this Plan, or any provision of this Plan, as it deems
equitable to prevent dilution or enlargement of the interests of Participants in
this Plan.
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12. Merger, Consolidation, Reorganization, Liquidation. If the Company or
any of its Subsidiaries shall become a party to any corporate merger,
consolidation, major acquisition of property for stock, reorganization,
liquidation, or similar transaction, the Board of Directors shall have the power
to make such arrangements as it deems necessary, which may include termination
of this Plan, with respect to the amounts deducted hereunder from the
Participants' gross pay, and such arrangements shall be binding upon all
persons, including without limitation, the Company, its shareholders, and any
Participant in this Plan.
13. Administration of the Plan. This Plan shall be administered by the
Board of Directors of the Company; however, the Board of Directors may, from
time to time, delegate its administrative or other duties under the Plan to an
agent. The Board of Directors shall have full power and authority to construe,
interpret and administer this Plan and to make determinations which shall be
final, conclusive and binding upon all persons, including without limitation,
the Company, its shareholders, and any Participant in this Plan. The Board of
Directors shall have the power to provide regulations for the administration of
this Plan and to make any changes in such regulations as from time to time it
deems necessary.
14. Amendment and Termination. The Board of Directors shall have the right
at any time during the continuance of this Plan to amend, modify, supplement,
suspend or terminate this Plan, provided that in the absence of the approval of
the holders of a majority of the shares of Common Stock present in person or by
proxy at a duly constituted meeting of shareholders of the Company, no such
amendment, modification or supplement shall (i) increase the aggregate number of
shares which may be issued under this Plan, unless such increase is by reason of
any change in capital structure referred to in paragraph 11 hereof or (ii)
materially modify the requirements of plan eligibility.
15. Transition Provisions. After June 30, 1998, the amounts contributed by
each Participant under the Plan prior to June 30, 1998 shall be applied to
purchase from the Company authorized but unissued shares of Common Stock,
provided that the Participant has been continuously employed by the Company or
its Subsidiaries through June 30, 1998. The purchase price for the shares
purchased shall be 85% of the low price for the Common Stock reported on NASDAQ
on June 30, 1998.
At any time prior to June 30, 1998, all amounts contributed by each
Participant under the Plan by authorized payroll deductions shall be refunded
without interest to the Participant at his or her request. After June 30, 1998,
all purchases shall be governed by this Plan as amended and effective on July 1,
1998.
16. Securities Laws. The issuance of shares of Common Stock pursuant to
this Plan shall be subject to all applicable laws, rules and regulations; and
shares shall not be issued hereunder except upon approval of appropriate
governmental agencies or stock exchanges as may be required.
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17. Miscellaneous.
a. A prospectus covering the shares offered under this Plan shall be
given to each employee who is eligible to participate herein.
b. Each employee who becomes a Participant in this Plan shall be deemed
to have accepted all the terms and conditions contained in this Plan, and shall
be fully bound thereby.
c. This Plan shall be subject to changes, if any, which may be ordered
by the United States Securities and Exchange Commission or the appropriate
regulatory authorities in any states in which this Plan is registered or filed.
d. This Plan shall be construed according to the laws of the State of
Minnesota.
18. Effective Date. This Plan, as amended, was adopted at meetings of Board
of Directors on March 12, 1998 and May 29, 1998 and shall be effective on July
1, 1998. The Plan, in its original form, was effective as of June 26, 1989, the
date of its adoption by the Board of Directors and subsequently amended on July
14, 1993.
19. Compliance with Section 16(b). In the case of employees who are or may
be subject to Section 16 of the Securities Exchange Act of 1934 (the "Act"), it
is the intent of the Company that the Plan and any award granted hereunder
satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3, so that such persons will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Act and
will not be subjected to liability thereunder. If any provision of the Plan or
any award would otherwise conflict with the intent expressed herein, that
provision, to the extent possible, shall be interpreted and deemed so as to
avoid such conflict. To the extent of any remaining irreconcilable conflict with
such intent, such provision or award shall be deemed void as applicable to
employees who are or may be subject to Section 16 of the Act.
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