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EXHIBIT 10(i)
EAGLE USA AIR FREIGHT, INC. EMPLOYEE STOCK PURCHASE PLAN
(EFFECTIVE JULY 1, 1998)
1. PURPOSE
The Eagle USA Air Freight, Inc. Employee Stock Purchase Plan (the "Plan")
is designed to encourage and assist all employees of Eagle USA Air Freight,
Inc., a Texas corporation ("Eagle") and Subsidiaries (as defined in Section 4)
(hereinafter collectively referred to as the "Company"), where permitted by
applicable laws and regulations, to acquire an equity interest in Eagle through
the purchase of shares of common stock, .001 par value, of Eagle ("Common
Stock"). It is intended that this Plan shall constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered and interpreted by the Compensation
Committee (the "Committee") appointed by the Board of Directors of Eagle (the
"Board"), which Committee shall consist of at least two (2) persons. The
Committee shall supervise the administration and enforcement of the Plan
according to its terms and provisions and shall have all powers necessary to
accomplish these purposes and discharge its duties hereunder including, but not
by way of limitation, the power to (i) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees; (ii) construe or interpret the Plan; (iii) determine all questions of
eligibility; and (iv) compute the amount and determine the manner and time of
payment of all benefits according to the Plan.
The Committee may act by decision of a majority of its members at a regular
or special meeting of the Committee or by decision reduced to writing and signed
by all members of the Committee without holding a formal meeting.
3. NATURE AND NUMBER OF SHARES
The Common Stock subject to issuance under the terms of the Plan shall be
shares of Eagle's authorized but unissued shares, previously issued shares
reacquired and held by Eagle or shares purchased on the open market. The
aggregate number of shares which may be issued under the Plan shall not exceed
two hundred thousand (200,000) shares of Common Stock. All shares purchased
under the Plan, regardless of source, shall be counted against the two hundred
thousand (200,000) share limitation.
In the event of any reorganization, stock split, reverse stock split, stock
dividend, combination of shares, merger, consolidation, offering of rights or
other similar change in the capital structure of Eagle, the Committee may make
such adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the shares available for purchase under the Plan and in the
maximum number of shares which may be issued under the Plan, subject to the
approval of the Board and in accordance with Section 19.
4. ELIGIBILITY REQUIREMENTS
Each "Employee" (as hereinafter defined), except as described in the next
following paragraph, shall become eligible to participate in the Plan in
accordance with Section 5 on the first "Enrollment Date" (as defined therein)
following employment by the Company. Participation in the Plan is voluntary.
The following Employees are not eligible to participate in the Plan:
(i) Employees who would, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an aggregate
of five percent (5%) or more of the total combined voting power or value of
all outstanding shares of all classes of the Company or any subsidiary (in
determining
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stock ownership of an individual, the rules of Section 424(d) of the Code
shall be applied, and the Committee may rely on representations of fact
made to it by the employee and believed by it to be true);
(ii) Employees who are customarily employed by the Company less than
twenty (20) hours per week or less than five (5) months in any calendar
year; and
(iii) Employees who have not completed at least six (6) months of
service with the Company as of an Enrollment Date.
"Employee" shall mean any individual employed full-time by Eagle or any
Subsidiary (as hereinafter defined). "Subsidiary" shall mean Eagle Freight
Services, Inc. and any other corporation (a) which is in an unbroken chain of
corporations beginning with Eagle if, on or after the Effective Date, each of
the corporations other than the last corporation in the chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain and (b) which has
adopted the Plan with the approval of the Committee.
5. ENROLLMENT
Each eligible Employee of Eagle or any Subsidiary as of July 1, 1998 (the
"Effective Date" herein) may enroll in the Plan as of the Effective Date. Each
other eligible Employee of Eagle or a participating Subsidiary who thereafter
becomes eligible to participate may enroll in the Plan on the first to occur of
January 1 or July 1 following the date he first meets the eligibility
requirements of Section 4. Any eligible Employee not enrolling in the Plan when
first eligible may enroll in the Plan any subsequent January 1 or July 1. Any
eligible Employee may enroll or re-enroll in the Plan on the dates hereinabove
prescribed or such other specific dates established by the Committee from time
to time ("Enrollment Dates"). In order to enroll, an eligible Employee must
complete, sign and submit the appropriate form to the person designated by the
Committee.
6. METHOD OF PAYMENT
Payment for shares is to be made as of the applicable "Purchase Date" (as
defined in Section 9) through payroll deductions on an after-tax basis (with no
right of prepayment) over the Plan's designated purchase period (the "Purchase
Period"), with the first such deduction commencing with the first payroll period
ending after the Enrollment Date. Each Purchase Period under the Plan shall be a
period of six (6) calendar months beginning on each January 1 and ending on the
following June 30 and on each July 1 and ending on the following December 31 or
such other period as the Committee may prescribe; provided, however, that the
Purchase Period beginning on the Effective Date shall commence on the Effective
Date and end on December 31, 1998. Each participating Employee (hereinafter
referred to as a "Participant") will authorize such deductions from his pay for
each month during the Purchase Period and such amounts will be deducted in
conformity with his employer's payroll deduction schedule.
Each Participant may elect to make contributions each pay period in amounts
not less than $10, not to exceed an annual contribution equal to $20,000 (or
such other dollar amounts as the Committee may establish from time to time
before an Enrollment Date for all purchases to occur during the relevant
Purchase Period). In establishing other dollar amounts of permitted
contributions, the Committee may take into account the "Maximum Share
Limitation" (as defined in Section 8). The rate of contribution shall be
designated by the Participant in the enrollment form.
A Participant may elect to increase or decrease the rate of contribution
effective as of the first day of the Purchase Period by giving prior written
notice to the person designated by the Committee on the appropriate form. A
Participant may not elect to increase or decrease the rate of contribution
during a Purchase Period. A Participant may suspend payroll deductions at any
time during the Purchase Period, by giving prior written notice to the person
designated by the Committee on the appropriate form. If a Participant elects to
suspend his payroll deductions, such Participant's account will continue to
accrue interest and will be used to purchase stock at the end of the Purchase
Period. A Participant may also elect to withdraw his entire contributions for
the current Purchase Period in accordance with Section 8 by giving prior written
notice to the person
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designated by the Committee on the appropriate form. Any Participant who
withdraws his contributions will receive, as soon as practicable, his entire
account balance, including interest and dividends, if any. Any Participant who
suspends payroll deductions or withdraws contributions during any Purchase
Period cannot resume payroll deductions during such Purchase Period and must
re-enroll in the Plan in order to participate in the next Purchase Period.
Except in case of cancellation of election to purchase, death, resignation
or other terminating event, the amount in a Participant's account at the end of
the Purchase Period will be applied to the purchase of the shares.
7. CREDITING OF CONTRIBUTIONS, INTEREST AND DIVIDENDS
Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding. Unless otherwise prohibited
by laws and regulations, Participant contributions will receive interest at a
rate realized for the investment vehicle or vehicles designated by the Committee
for purposes of the Plan. Interest will be credited to a Participant's account
from the first date on which such Participant's contributions are deposited with
the investment vehicle until the earlier of (i) the end of the Purchase Period
or (ii) in the event of cancellation, death, resignation or other terminating
event, the last day of the month prior to the date on which such contributions
are returned to the Participant. Dividends on shares held in a Participant's
account in the Plan will also be credited to such Participant's account. Any
such contributions, interest and dividends shall be deposited in or held by a
bank or financial institution designated by the Committee for this purpose (the
"Custodian").
8. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT
Enrollment in the Plan by an Employee on an Enrollment Date will constitute
the grant by the Company to the Participant of the right to purchase shares of
Common Stock under the Plan. Re-enrollment by a Participant in the Plan will
constitute a grant by the Company to the Participant of a new opportunity to
purchase shares on the Enrollment Date on which such re-enrollment occurs. A
Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company in writing, by such
date as the Committee shall establish (which date shall not be later than June 1
or December 1, as applicable), of his election to withdraw his payroll
deductions plus interest as of the applicable of June 30 or December 31 will
have shares of Common Stock purchased for him on the applicable Purchase Date,
and he will automatically be re-enrolled in the Plan on the Enrollment Date
immediately following the Purchase Date on which such purchase has occurred,
unless each Participant notifies the person designated by the Committee on the
appropriate form that he elects not to re-enroll.
Each right to purchase shares of Common Stock under the Plan during a
Purchase Period shall have the following terms:
(i) the right to purchase shares of Common Stock during a particular
Purchase Period shall expire on the earlier of: (A) the completion of the
purchase of shares on the Purchase Date occurring in the Purchase Period,
or (B) the date on which participation of such Participant in the Plan
terminates for any reason;
(ii) payment for shares purchased will be made only through payroll
withholding and the crediting of interest and dividends, if applicable, in
accordance with Sections 6 and 7;
(iii) purchase of shares will be accomplished only in accordance with
Section 9;
(iv) the price per share will be determined as provided in Section 9;
(v) the right to purchase shares (taken together with all other such
rights then outstanding under this Plan and under all other similar stock
purchase plans of Eagle or any Subsidiary) will in no event give the
Participant the right to purchase a number of shares during a calendar year
in excess of the number of shares of Common Stock derived by dividing
$25,000 by the fair market value of the Common Stock (the "Maximum Share
Limitation") on the applicable Grant Date determined in accordance with
Section 9;
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(vi) shares purchased under this Plan may not be sold within six (6)
months of the Purchase Date, unless the Compensation Committee, in its sole
discretion, waives this requirement; and
(vii) the right to purchase shares will in all respects be subject to
the terms and conditions of the Plan, as interpreted by the Committee from
time to time.
9. PURCHASE OF SHARES
The right to purchase shares of Common Stock granted by the Company under
the Plan is for the term of a Purchase Period. The fair market value of the
Common Stock ("Fair Market Value") to be purchased during such Purchase Period
will be the final closing sales price per share of the Common Stock on the
NASDAQ National Market System on the first trading day of the calendar month of
January or July, as applicable, or such other trading date designated by the
Committee (the "Grant Date"). The Fair Market Value of the Common Stock will
again be determined in the same manner on the last trading day of the calendar
month of June or December, as applicable, or such other trading date designated
by the Committee (the "Purchase Date"); however, in no event shall the
Committee, in the exercise of its discretion, designate a Purchase Date beyond
twenty-seven (27) months from the related Enrollment Date or otherwise fail to
meet the requirements of Section 423(b)(7) of the Code. These dates constitute
the date of grant and the date of exercise for valuation purposes of Section 423
of the Code.
As of the Purchase Date, the Committee shall apply the funds then credited
to each Participant's account to the purchase of whole shares of Common Stock.
The cost to the Participant for the shares purchased during a Purchase Period
shall be the lower of:
(i) eighty-five percent (85%) of the Fair Market Value of Common Stock
on the Grant Date; or
(ii) eighty-five percent (85%) of the Fair Market Value of Common
Stock on the Purchase Date.
Certificates evidencing shares purchased shall be delivered to the
Custodian or to any other bank or financial institution designated by the
Committee for this purpose or delivered to the Participant (if the Participant
has elected by written notice to the Committee to receive the certificate) as
soon as administratively feasible after the Purchase Date; however, certificates
shall not be delivered to the Participant within six (6) months of the Purchase
Date of the underlying shares, except as otherwise provided herein.
Notwithstanding the foregoing, Participants shall be treated as the record
owners of their shares effective as of the Purchase Date. Shares that are held
by the Custodian or any other designated bank or financial institution shall be
held in book entry form. Any cash equal to less than the price of a whole share
of Common Stock shall be credited to a Participant's account on the Purchase
Date and carried forward in his account for application during the next Purchase
Period. Any Participant (i) who purchases stock at the end of a Purchase Period
and is not re-enrolled in the Plan for the next Purchase Period or (ii) who
withdraws his contributions from the Plan prior to the next Purchase Date will
receive a certificate for the number of shares held in his account for at least
six (6) months as of the most recent Purchase Date and any cash, dividends or
interest remaining in his account. Such Participant may elect to receive a
certificate for the remaining number of shares held in his account six (6)
months after such shares were purchased or, if earlier, upon such Participant's
termination of employment. This six-month holding requirement may be waived by
the Compensation Committee, in its sole discretion. Until such certificates are
distributed to the Participant, the Participant will not be permitted to
transfer ownership of the certificates except as contemplated by Section 14 of
the Plan. Any Participant who terminates employment will receive a certificate
for the number of shares held in his account and a cash refund attributable to
amounts equal to less than the price of a whole share, and any accumulated
contributions, dividends and interest. If for any reason the purchase of shares
with a Participant's allocations to the Plan exceeds or would exceed the Maximum
Share Limitation, such excess amounts shall be refunded to the Participant as
soon as practicable after such excess has been determined to exist.
If as of any Purchase Date the shares authorized for purchase under the
Plan are exceeded, enrollments shall be reduced proportionately to eliminate the
excess. Any funds that cannot be applied to the purchase of shares due to excess
enrollment shall be refunded as soon as administratively feasible, including
interest determined in accordance with Section 7. The Committee in its
discretion may also provide that excess
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enrollments may be carried over to the next Purchase Period under this Plan or
any successor plan according to the regulations set forth under Section 423 of
the Code.
10. MANNER OF WITHDRAWAL
A Participant may elect to withdraw at any time (without withdrawing from
participation in the Plan) shares which have been held in his account for at
least six (6) months by giving notice to the person designated by the Committee
on the appropriate form. Upon receipt of such notice from the person designated
by the Committee, the Custodian, bank or other financial institution designated
by the Committee for this purpose will arrange for the issuance and delivery of
such shares held in the Participant's account as soon as administratively
feasible.
11. TERMINATION OF PARTICIPATION
The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, unpaid disability or when the Participant's employer ceases to
be a Subsidiary) or the Participant otherwise becomes ineligible. Participation
also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan. Participation terminates immediately after the
Purchase Date if the Participant is not re-enrolled in the Plan for the next
Purchase Period or if the Participant has suspended payroll deductions during
any Purchase Period and has not re-enrolled in the Plan for the next Purchase
Period. As soon as administratively feasible after termination of participation,
the Committee shall pay to the Participant or his beneficiary or legal
representative all amounts credited to his account, including interest and
dividends, if applicable, determined in accordance with Section 7, and shall
cause a certificate for the number of shares held in his account to be delivered
to the Participant, subject to the restrictions in Section 9. For purposes of
the Plan, a Participant is not deemed to have terminated his employment if he
transfers employment from Eagle to a Subsidiary, or vice versa, or transfers
employment between Subsidiaries.
12. UNPAID LEAVE OF ABSENCE
Unless the Participant has voluntarily withdrawn his contributions from the
Plan, shares will be purchased for his account on the Purchase Date next
following commencement of an unpaid leave of absence by such Participant,
provided such leave does not constitute a termination of employment. The number
of shares to be purchased will be determined by applying to the purchase the
amount of the Participant's contributions made up to the commencement of such
unpaid leave of absence plus interest on such contributions and dividends, if
applicable, both determined in accordance with Section 7. If the Participant's
unpaid leave of absence both commences and terminates during the same Purchase
Period and he has resumed eligible employment prior to the Purchase Date related
to that Purchase Period, he may also resume payroll deductions immediately, and
shares will be purchased for him on such Purchase Date as otherwise provided in
Section 9.
13. DESIGNATION OF BENEFICIARY
Each Participant may designate one or more beneficiaries in the event of
death and may, in his sole discretion, change such designation at any time. Any
such designation shall be effective upon receipt by the person designated by the
Committee and shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a Participant,
amounts credited to his account, including interest and dividends, if
applicable, determined in accordance with Section 7, shall be paid in cash and a
certificate for any shares shall be delivered to the Participant's designated
beneficiaries or, in the absence of such designation, to the executor,
administrator or other legal representative of the Participant's estate. Such
payment shall relieve the Company of further liability to the deceased
Participant with respect to the Plan. If more than one beneficiary is
designated, each beneficiary shall receive an equal portion of the account
unless the Participant has given express contrary instructions.
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14. ASSIGNMENT
Except as provided in Section 13, the rights of a Participant under the
Plan will not be assignable or otherwise transferable by the Participant, other
than by will or the laws of descent and distribution or pursuant to a "qualified
domestic relations order," as defined in Section 414(p) of the Code. No
purported assignment or transfer of such rights of a Participant under the Plan,
whether voluntary or involuntary, by operation of law or otherwise, shall vest
in the purported assignee or transferee any interest or right therein
whatsoever, but immediately upon such assignment or transfer, or any attempt to
make the same, such rights shall terminate and become of no further effect. If
this provision is violated, the Participant's election to purchase Common Stock
shall terminate, and the only obligation of the Company remaining under the Plan
will be to pay to the person entitled thereto the amount then credited to the
Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him.
15. COSTS
All costs and expenses incurred in administering this Plan shall be paid by
the Company. Any brokerage fees for the sale of shares purchased under the Plan
shall be paid by the Participant.
16. REPORTS
At the end of each Purchase Period, the Company shall provide or cause to
be provided to each Participant a report of his contributions, including
interest earned, and the number of whole shares of Common Stock purchased with
such contributions by that Participant on each Purchase Date.
17. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges with respect
to the Plan so that the Plan qualifies as an "employee stock purchase plan"
within the meaning of Section 423 or any successor provision of the Code and
related regulations. Any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act or
amendment by the Company be reformed to comply with the requirements of Section
423. This Section 17 shall take precedence over all other provisions in the
Plan.
18. RIGHTS AS SHAREHOLDERS
A Participant will have no rights as a stockholder under the election to
purchase until he becomes a stockholder as herein provided. A Participant will
become a stockholder with respect to shares for which payment has been completed
as provided in Section 9 at the close of business on the last business day of
the Purchase Period.
19. MODIFICATION AND TERMINATION
The Board may amend or terminate the Plan at any time insofar as permitted
by law. No amendment shall be effective unless within one (1) year after it is
adopted by the Board it is approved by the holders of Eagle's outstanding shares
if and to the extent such amendment is required to be approved by shareholders
in order to cause the rights granted under the Plan to purchase shares of Common
Stock to meet the requirements of Section 423 of the Code (or any successor
provision).
The Plan shall terminate after all Common Stock issued under the Plan has
been purchased, unless terminated earlier by the Board or unless additional
Common Stock is issued under the Plan with the approval of the shareholders. In
the event the Plan is terminated, the Committee may elect to terminate all
outstanding rights to purchase shares under the Plan either immediately or upon
completion of the purchase of shares on
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the next Purchase Date, unless the Committee has designated that the right to
make all such purchases shall expire on some other designated date occurring
prior to the next Purchase Date. If the rights to purchase shares under the Plan
are terminated prior to expiration, all funds contributed to the Plan which have
not been used to purchase shares shall be returned to the Participants as soon
as administratively feasible, including interest and dividends, if applicable,
determined in accordance with Section 7.
20. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
Effective Date of Plan. This Plan was adopted by the Board on February 23,
1998. This Plan shall be effective as of the Effective Date. Notwithstanding the
foregoing, the adoption of this Plan is expressly conditioned upon the approval
by written consent of the holders of a majority of shares of outstanding shares
of Common Stock on or before February 23, 1998. If the shareholders of the
Company should fail so to approve this Plan on or before such date, this Plan
shall terminate and cease to be of any further force or effect and all purchases
of shares of Common Stock under the Plan shall be null and void.
21. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it are subject
to any governmental approvals or consents that may be or become applicable in
connection therewith. Subject to the provisions of Section 19, the Board may
make such changes in the Plan and include such terms in any offering under the
Plan as may be desirable to comply with the rules or regulations of any
governmental authority.
22. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board or the Committee shall determine, based on opinion
of legal counsel, that the listing, registration or qualification of the shares
covered by the Plan upon any national securities exchange or reporting system or
under any state or federal law is necessary or desirable as a condition of, or
in connection with, the sale or purchase of shares under the Plan, no shares
will be sold, issued or delivered unless and until such listing, registration or
qualification shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to legal counsel.
23. EMPLOYMENT RIGHTS
The Plan shall neither impose any obligation on Eagle or on any Subsidiary
to continue the employment of any Participant, nor impose any obligation on any
Participant to remain in the employ of Eagle or of any Subsidiary.
24. WITHHOLDING OF TAXES
The Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with the
purchase of Common Stock under the Plan.
25. GOVERNING LAW
The Plan and rights to purchase shares that may be granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
state of Texas.
26. USE OF GENDER
The gender of words used in the Plan shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.
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27. OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the Plan shall
contain such other provisions as the Committee and the Board shall deem
advisable, provided that no such provision shall in any way be in conflict with
the terms of the Plan.
ADOPTED effective July 1, 1998.
EAGLE USA AIR FREIGHT, INC.
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