EXHIBIT 10.15
MEDSOURCE TECHNOLOGIES, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - ESTABLISHMENT OF PLAN
1.1 Adoption by Board of Directors. By action of the Board of Directors of
Medsource Technologies, Inc. (the "Corporation") on December 1, 2001 and by
the Compensation Committee on March , 2002, subject to approval by its
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shareholders, the Corporation has adopted an employee stock purchase plan
pursuant to which eligible employees of the Corporation and certain of its
Subsidiaries may be offered the opportunity to purchase shares of Stock of
the Corporation. The terms and conditions of this Plan are set forth in
this plan document, as amended from time to time as provided herein. The
Corporation intends that the Plan shall qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended from time to time, (the "Code") and shall be construed in a manner
consistent with the requirements of Code Section 423 and the regulations
thereunder.
1.2 Shareholder Approval and Term. This Plan shall become effective upon its
adoption by the Board of Directors and shall terminate November 30, 2011;
provided, however, that the Plan shall be subject to approval by the
shareholders of the Corporation within twelve (12) months after the Plan is
adopted by the Board in the manner provided under Code Section 423 and the
regulations thereunder; and provided, further that the Board of Directors
may extend the term of the Plan for such period as the Board, in its sole
discretion, deems advisable. In the event the shareholders fail to approve
the Plan within twelve (12) months after the Plan is adopted by the Board,
this Plan shall not become effective and shall have no force and effect,
participation in the Plan shall immediately cease, all outstanding options
shall immediately be canceled and all payroll deductions shall be returned
to the Participants without interest. No shares of stock shall be issued to
any Participant for any Phase unless and until the shareholders approve the
Plan within such twelve-month period.
ARTICLE II - PURPOSE
2.1 Purpose. The primary purpose of the Plan is to provide an opportunity for
Eligible Employees of the Corporation to become shareholders of the
Corporation, thereby providing them with an incentive to remain in the
Corporation's employ, to improve operations, to increase profits and to
contribute more significantly to the Corporation's success.
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ARTICLE III - DEFINITIONS
3.1 "Administrator" means the Board of Directors or such Committee appointed by
the Board of Directors to administer the Plan. The Board or the Committee
may, in its sole discretion, authorize the officers of the Corporation to
carry out the day-to-day operation of the Plan. In its sole discretion, the
Board may take such actions as may be taken by the Administrator, in
addition to those powers expressly reserved to the Board under this Plan.
3.2 "Board of Directors" or "Board" means the Board of Directors of Medsource
Technologies, Inc.
3.3 "Compensation" means the Participant's base compensation, excluding
bonuses, overtime and commissions.
3.4 "Corporation" means Medsource Technologies, Inc., a Delaware corporation.
3.5 "Eligible Employee" means any employee who is a full-time or part-time
employee of the Corporation or one of its Subsidiaries and, as determined
on or immediately prior to an Enrollment Period, is customarily employed
for more than twenty (20) hours per week.
3.6 "Enrollment Period" means the period determined by the Administrator for
purposes of accepting elections to participate during a Phase from Eligible
Employees.
3.7 "Fiscal Year" means the fiscal year of the Corporation, which is the
twelve-month period beginning July 1 and ending June 30 each year.
3.8 "Participant" means an Eligible Employee who has been granted an option and
is participating during a Phase through payroll deductions, but shall
exclude those employees subject to the limitations described in Section 9.3
below.
3.9 "Phase" means the period beginning on the date that the option was granted,
otherwise referred to as the commencement date of the Phase, and ending on
the date that the option was exercised, otherwise referred to as the
termination date of the Phase.
3.10 "Plan" means the Medsource Technologies, Inc. 2001 Employee Stock Purchase
Plan.
3.11 "Stock" means the voting common stock of the Corporation.
3.12 "Subsidiary" means any corporation defined as a subsidiary of the
Corporation in Code Section 424(f) as of the effective date of the Plan,
and such other corporations
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that qualify as subsidiaries of the Corporation under Code Section 424(f)
as the Board approves to participate in this Plan from time to time.
ARTICLE IV - ADMINISTRATION
4.1 Administration. Except for those matters expressly reserved to the Board
pursuant to any provision of the Plan, the Administrator shall have full
responsibility for administration of the Plan, which responsibility shall
include, but shall not be limited to, the following:
(a) The Administrator shall, subject to the provisions of the Plan,
establish, adopt and revise such rules and procedures for
administering the Plan, and shall make all other determinations as it
may deem necessary or advisable for the administration of the Plan;
(b) The Administrator shall, subject to the provisions of the Plan,
determine all terms and conditions that shall apply to the grant and
exercise of options under this Plan, including, but not limited to,
the number of shares of Stock that may be granted, the date of grant,
the exercise price and the manner of exercise of an option. The
Administrator may, in its discretion, consider the recommendations of
the management of the Corporation when determining such terms and
conditions;
(c) The Administrator shall have the exclusive authority to interpret the
provisions of the Plan, and each such interpretation or determination
shall be conclusive and binding for all purposes and on all persons,
including, but not limited to, the Corporation and its Subsidiaries,
the shareholders of the Corporation and its Subsidiaries, the
Administrator, the directors, officers and employees of the
Corporation and its Subsidiaries, and the Participants and the
respective successors-in-interest of all of the foregoing; and
(d) The Administrator shall keep minutes of its meetings or other written
records of its decisions regarding the Plan and shall, upon requests,
provide copies to the Board.
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ARTICLE V - PHASES OF THE PLAN
5.1 Phases. The Plan shall be carried out in one or more Phases of six (6)
months each. Unless otherwise determined by the Administrator, in its
discretion, Phases shall commence on November 1 and May 1 of each fiscal
year during the term of the Plan; provided, however, that the first phase
shall commence on the effective date of the Corporation's initial public
offering and end on the next following October 30th. No two Phases shall
run concurrently.
5.2 Limitations. The Administrator may, in its discretion, limit the number of
shares available for option grants during any Phase as it deems
appropriate. Without limiting the foregoing, in the event all of the shares
of Stock reserved for the grant of options under Section 12.1 is issued
pursuant to the terms hereof prior to the commencement of one or more
Phases or the number of shares of Stock remaining is so small, in the
opinion of the Administrator, as to render administration of any succeeding
Phase impracticable, such Phase or Phases may be canceled or the number of
shares of Stock limited as provided herein. In addition, if, based on the
payroll deductions authorized by Participants at the beginning of a Phase,
the Administrator determines that the number of shares of Stock which would
be purchased at the end of a Phase exceeds the number of shares of Stock
remaining reserved under Section 12.1 hereof for issuance under the Plan,
or if the number of shares of Stock for which options are to be granted
exceeds the number of shares designated for option grants by the
Administrator for such Phase, then the Administrator shall make a pro rata
allocation of the shares of Stock remaining available in as nearly uniform
and equitable a manner as the Administrator shall consider practicable as
of the commencement date of the Phase or, if the Administrator so elects,
as of the termination date of the Phase. In the event such allocation is
made as of the commencement date of a Phase, the payroll deductions which
otherwise would have been made on behalf of Participants shall be reduced
accordingly.
ARTICLE VI - ELIGIBILITY
6.1 Eligibility. Subject to the limitations described in Section 9.3, each
employee who is an Eligible Employee on or immediately prior to the
commencement of a Phase shall be eligible to participate in such Phase. If,
in the discretion of the Administrator, any Phase commences on a date other
than November 1 or May 1, whether an employee is an Eligible Employee shall
be determined on a date selected by the Administrator, which date shall be
prior to the commencement date of the Phase.
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ARTICLE VII - PARTICIPATION
7.1 Participation. Participation in the Plan is voluntary. An Eligible Employee
who desires to participate in any Phase of the Plan must complete the
enrollment form provided by the Administrator and deliver such form to the
Administrator or its designated representative during the Enrollment Period
established by the Administrator prior to the commencement date of the
Phase.
7.2 Subsequent Phases. An Eligible Employee who elects to participate in a
Phase shall be deemed to have elected to participate in each subsequent
Phase unless such Participant elects to discontinue payroll deductions
during a Phase or exercises his or her right to withdraw amounts previously
withheld, as provided under Article X hereof. In such event, such
Participant must complete a new enrollment form and file such form with the
Administrator during the Enrollment Period prior to the next Phase with
respect to which the Eligible Employee wishes to participate.
ARTICLE VIII - PAYMENT; PAYROLL DEDUCTIONS
8.1 Enrollment. Each Eligible Employee electing to participate shall indicate
such election on the enrollment form and designate therein a percentage of
such Participant's Compensation to be deducted during the Phase. Subject to
the Participant's right to discontinue payroll deductions as provided in
Section 10.2, such percentage shall be at least one percent (1%) but not
more than ten percent (10%) of such Participant's Compensation to be paid
during such Phase, or such other maximum percentage as the Administrator
may establish from time to time. In order to be effective, such enrollment
form must be properly completed and received by the Administrator by the
due date indicated on such form, or by such other date established by the
Administrator.
8.2 Payroll Deductions. Payroll deductions for a Participant shall commence
with the paycheck issued immediately after the commencement date of the
Phase and shall terminate with the paycheck issued immediately prior to the
termination date of the Phase, unless the Participant elects to discontinue
payroll deductions or exercises his or her right to withdraw all
accumulated payroll deductions previously withheld during the Phase as
provided in Article X hereof. The authorized payroll deductions shall be
made over the pay periods of such Phase by deducting from the Participant's
Compensation for each such pay period that percentage specified by the
Participant in the enrollment form.
Unless the Participant has elected to discontinue payroll deductions or
exercised his or her right to withdraw all accumulated payroll deductions
previously withheld during the preceding Phase (in which event the
Participant must complete a new enrollment form to participate in any
subsequent Phase), the Corporation shall continue to withhold from such
Participant's Compensation the same percentage specified by the Participant
in the most recent enrollment form previously completed
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by the Participant in all subsequent Phases; provided, however, that the
Participant may, if he or she so chooses, increase, decrease or discontinue
payroll deductions for any or all such subsequent Phases by properly
completing a new enrollment form during the Enrollment Period for such
subsequent Phase and delivering such form to the Administrator by the due
date indicated on such form.
8.3 Change in Compensation During a Phase. In the event that the Participant's
Compensation is, for any reason, increased or decreased during a Phase, so
that the amount actually withheld on behalf of the Participant as of the
termination date of the Phase is different from the amount anticipated to
be withheld as determined on the commencement date of the Phase, then the
extent to which the Participant may exercise his or her option shall be
based on the amounts actually withheld on his or her behalf, subject to the
limitations in Article IX. In the event of a change in the pay period of
any Participant, such as from biweekly to monthly, an appropriate
adjustment shall be made to the deduction in each new pay period so as to
ensure the deduction of the proper amount authorized by the Participant.
8.4 Increases or Decreases During a Phase. In addition to the right to
discontinue or withdraw payroll deductions during a Phase as provided in
Article X, a Participant may increase or decrease the percentage of
Compensation designated to be deducted as payroll deductions during a Phase
(but not below 1% nor above 10%) by completing a new enrollment form and
filing such form with the Administrator. Such increase or decrease shall be
effective with the next payroll period beginning after the date that the
Administrator receives such form and shall apply to all remaining
Compensation paid during the Phase. The Participant may exercise the right
to increase or decrease his or her payroll deductions only once during each
Phase.
ARTICLE IX - OPTIONS
9.1 Grant of Option. Subject to Article X, a Participant who has elected to
participate in the manner described in Article VIII and who is employed by
the Corporation or a Subsidiary as of the commencement date of a Phase
shall be granted an option as of such date to purchase that number of whole
shares of Stock determined by dividing the total amount to be credited to
the Participant's account by the option price per share set forth in
Section 9.2(a) below. The option price per share for such Stock shall be
determined under Section 9.2 hereof, and the number of shares exercisable
shall be determined under Section 9.3 hereof.
9.2 Option Price. Subject to the limitations hereinbelow, the option price for
such Stock shall be the lower of the amounts determined under paragraphs
(a) and (b) below:
(a) Eighty-five percent (85%) of the closing price for a share of the
Corporation's Stock as reported on the Nasdaq National Market, Nasdaq
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SmallCap Market or on an established securities exchange as of the
commencement date of the Phase; or
(b) Eighty-five percent (85%) of the closing price for a share of the
Corporation's Stock as reported on the Nasdaq National Market, Nasdaq
SmallCap Market or on an established securities exchange as of the
termination date of the Phase.
In the event that the commencement or termination date of a Phase is a
Saturday, Sunday or holiday, the amounts determined under the foregoing
subsections shall be determined using the price as of the last preceding
trading day.
If the Corporation's Stock is not listed on the Nasdaq National Market,
Nasdaq SmallCap Market or on an established securities exchange, then the
option price shall equal the lesser of (i) eighty-five percent (85%) of the
fair market value of a share of the Corporation's Stock as of the
commencement date of the Phase; or (ii) eighty-five percent (85%) of the
fair market value of such stock as of the termination date of the Phase.
Such "fair market value" shall be determined by the Board.
9.3 Limitations. No employee shall be granted an option hereunder:
(a) Which permits his or her rights to purchase Stock under all employee
stock purchase plans of the Corporation or its Subsidiaries to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($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;
(b) If such employee would own and/or hold, immediately after the grant of
the option, Stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Corporation or of any Subsidiary. For purposes of determining stock
ownership under this paragraph, the rules of Section 424(d) of the
Code and the regulations thereunder shall apply.
(c) Which, if exercised, would cause the limits established by the
Administrator under Section 5.2 to be exceeded.
9.4 Exercise of Option. Subject to a Participant's right to withdraw in the
manner provided in Section 10.1, a Participant's option for the purchase of
shares of Stock will be exercised automatically on the termination date of
that Phase. In no event, however, shall a Participant be allowed to
exercise an option for more shares of Stock than can be purchased with the
payroll deductions accumulated by the Participant in his or her bookkeeping
account during such Phase.
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9.5 Delivery of Shares. As promptly as practicable after the termination of any
Phase, the Corporation's transfer agent or other authorized representative
shall deliver to each Participant herein certificates for that number of
whole shares of Stock purchased upon the exercise of the Participant's
option. The Corporation may, in its sole discretion, arrange with the
Corporation's transfer agent or other authorized representative to
establish, at the direction of the Participant, individual securities
accounts to which will be credited that number of whole shares of Stock
that are purchased upon such exercise, such securities account to be
subject to such terms and conditions as may be imposed by the transfer
agent or authorized representative.
The shares of the Corporation's common stock to be delivered to a
Participant pursuant to the exercise of an option under Section 9.4 of the
Plan will be registered in the name of the Participant or, if the
Participant so directs by written notice to the Administrator prior to the
termination date of the Phase, in the names of the Participant and one
other person the Participant may designate as his joint tenant with rights
of survivorship, to the extent permitted by law.
Any accumulated payroll deductions remaining after the exercise of the
Participant's option shall be returned to the Participant, without
interest, on the first paycheck issued for the payroll period which begins
on or immediately after the commencement date of the next Phase; provided,
however, that the Corporation may, under rules of uniform application,
retain such remaining amount in the Participant's bookkeeping account and
apply it toward the purchase of shares of Stock in the next succeeding
Phase, unless the Participant requests a withdrawal of such amount pursuant
to Section 10.1.
ARTICLE X - WITHDRAWAL OR
DISCONTINUATION OF PAYROLL WITHHOLDINGS
10.1 Withdrawal. Once during the Phase, a Participant may request a withdrawal
of all accumulated payroll deductions then credited to the Participant's
bookkeeping account by completing a withdrawal form and filing such form
with the Administrator. The Participant's request shall be effective as of
the beginning of the next payroll period immediately following the date
that the Administrator receives the Participant's properly completed
withdrawal form. As soon as administratively feasible after the end of the
Phase, all payroll deductions credited to a bookkeeping account for the
Participant will be paid to such Participant, without interest, and no
further payroll deductions will be made during that Phase or any future
Phase unless the Participant completes a new enrollment form as provided in
Section 8.2 above. If the Participant requests a withdrawal, the option
granted to the Participant under that Phase of the Plan shall immediately
lapse and shall not be exercisable. Partial withdrawals of payroll
deductions are not permitted.
Notwithstanding the foregoing, in order to be effective for a particular
Phase, the Participant's request for withdrawal must be properly completed
and received by the
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Administrator on or before such date immediately preceding the termination
date of the Phase established by the Administrator. Requests for withdrawal
that are received after that due date shall not be effective and no
withdrawal shall be made, unless otherwise determined by the Administrator.
10.2 Discontinuation. At any time during the Phase, a Participant may also
request that the Administrator discontinue any further payroll deductions
that would otherwise be made during the remainder of the Phase by
completing a new enrollment form and filing such form with the
Administrator on or before such date immediately preceding the termination
date of the Phase established by the Administrator. The Participant's
request shall be effective as of the beginning of the next payroll period
immediately following the date that the Administrator receives the
Participant's properly completed enrollment form. Upon the effective date
of the Participant's request, the Corporation will discontinue making
payroll deductions for such Participant for that Phase, and all future
Phases, unless the Participant completes a new enrollment form as provided
in Section 8.2 above.
ARTICLE XI - TERMINATION OF EMPLOYMENT
11.1 Termination. If, on or before the termination date of any Phase, a
Participant's employment terminates with the Corporation for any reason,
voluntarily or involuntarily, including by reason of retirement or death,
the payroll deductions credited to such Participant's bookkeeping account
for such Phase, if any, will be returned to the Participant, without
interest, and any options granted to such Participant under the Plan shall
immediately lapse and shall not be exercisable. The return of such payroll
deductions shall be made to the Participant as soon as administratively
practicable following the end of the Phase in which the Participant
terminates employment. In the event that such termination occurs near the
end of a Phase and the Corporation is unable to discontinue payroll
deductions for such Participant for his or her final paycheck(s), such
deductions shall still be made but shall be returned to the Participant as
provided herein. In no event shall the accumulated payroll deductions be
used to purchase any shares of Stock.
If the option lapses as a result of the Participant's death, any
accumulated payroll deductions credited to the Participant's bookkeeping
account will be paid to the Participant's estate, without interest. In the
event a Participant dies after exercise of the Participant's option but
prior to delivery of the Stock to be transferred pursuant to the exercise
of the option under Section 9.4 above, any such Stock and/or accumulated
payroll deductions remaining after such exercise shall be paid by the
Corporation to the Participant's estate.
The Corporation will not be responsible for or be required to give effect
to the disposition of any cash or Stock or the exercise of any option in
accordance with any will or other testamentary disposition made by such
Participant or in accordance with the provisions of any law concerning
intestacy, or otherwise. No person shall,
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prior to the death of a Participant, acquire any interest in any Stock, in
any option or in the cash credited to the Participant's bookkeeping account
during any Phase of the Plan.
11.2 Subsidiaries. In the event that any Subsidiary ceases to be a Subsidiary of
the Corporation, the employees of such Subsidiary shall be considered to
have terminated their employment for purposes of Section 11.1 hereof as of
the date the Subsidiary ceased to be a Subsidiary of the Corporation.
ARTICLE XII - STOCK RESERVED FOR OPTIONS
12.1 Shares Reserved. Subject to adjustment as provided in Section 14.1 hereof,
the maximum number of shares of Stock that shall be made available for sale
under the Plan shall be five hundred thousand (500,000) shares, plus an
annual increase to be added on the first day of each Fiscal Year beginning
in 2002 equal to the lesser of (i) seven hundred and fifty thousand
(750,000) shares, (ii) 2.5% of the issued and outstanding Stock on such
date and (iii) a lesser amount determined by the Board. Shares subject to
the unexercised portion of any lapsed or expired option may again be
subject to option under the Plan.
12.2 Rights as Shareholder. The Participant shall have no rights as a
shareholder with respect to any shares of Stock subject to the
Participant's option until the date of the issuance of a stock certificate
evidencing such shares as provided in Section 9.5. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities
or other property), distributions or other rights for which the record date
is prior to the date such stock certificate is actually issued, except as
otherwise provided in Section 14.1 hereof.
ARTICLE XIII - ACCOUNTING AND USE OF FUNDS
13.1 Bookkeeping Account. Payroll deductions for Participants shall be credited
to bookkeeping accounts, established by the Corporation for each such
Participant under the Plan. A Participant may not make any cash payments
into such account. Such account shall be solely for bookkeeping purposes
and shall not require the Corporation to establish any separate fund or
trust hereunder. All funds from payroll deductions received or held by the
Corporation under the Plan may be used, without limitation, for any
corporate purpose by the Corporation, which shall not be obligated to
segregate such funds from its other funds. In no event shall Participants
be entitled to interest on the amounts credited to such bookkeeping
accounts.
ARTICLE XIV - ADJUSTMENT PROVISION
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14.1 General. Subject to any required action by the shareholders of the
Corporation, in the event of an increase or decrease in the number of
outstanding shares of Stock or in the event the Stock is changed into or
exchanged for a different number or kind of shares of stock or other
securities of the Corporation or another corporation by reason of a
reorganization, merger, consolidation, divestiture (including a spin-off),
liquidation, recapitalization, reclassification, stock dividend, stock
split, combination of shares, rights offering or any other change in the
corporate structure or shares of the Corporation, the Board (or, if the
Corporation is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation), in its sole discretion,
shall adjust the number and kind of securities subject to and reserved
under the Plan and, to prevent the dilution or enlargement of rights of
those Eligible Employees to whom options have been granted, shall adjust
the number and kind of securities subject to such outstanding options and,
where applicable, the exercise price per share for such securities.
In the event of the sale by the Corporation of substantially all of its
assets and the consequent discontinuance of its business, or in the event
of a merger, exchange, consolidation, reorganization, divestiture
(including a spin-off), liquidation, reclassification or extraordinary
dividend (collectively referred to as a "transaction"), after which the
Corporation is not the surviving corporation, the Board may, in its sole
discretion, at the time of adoption of the plan for such transaction,
provide for one or more of the following:
(a) The acceleration of the exercisability of outstanding options granted
at the commencement of the Phase then in effect, to the extent of the
accumulated payroll deductions made as of the date of such
acceleration pursuant to Article VIII hereof;
(b) The complete termination of this Plan and a refund of amounts credited
to the Participants' bookkeeping accounts hereunder; or
(c) The continuance of the Plan only with respect to completion of the
then current Phase and the exercise of options thereunder. In the
event of such continuance, Participants shall have the right to
exercise their options as to an equivalent number of shares of stock
of the corporation succeeding the Corporation by reason of such
transaction.
In the event of a transaction where the Corporation survives, then the Plan
shall continue in effect, unless the Board takes one or more of the actions
set forth above. The grant of an option pursuant to the Plan shall not
limit in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.
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ARTICLE XV - NONTRANSFERABILITY OF OPTIONS
15.1 Nontransferability. Options granted under any Phase of the Plan shall not
be transferable and shall be exercisable only by the Participant during the
Participant's lifetime.
15.2 Nonalienation. Neither payroll deductions granted to a Participant's
account, nor any rights with regard to the exercise of an option or to
receive Stock under any Phase of the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way by the Participant. Any such
attempted assignment, transfer, pledge or other disposition shall be null
and void and without effect, except that the Corporation may, at its
option, treat such act as an election to withdraw in accordance with
Section 10.1.
ARTICLE XVI - AMENDMENT AND TERMINATION
16.1 General. The Plan may be terminated at any time by the Board of Directors,
provided that, except as permitted in Section 14.1 hereof, no such
termination shall take effect with respect to any options then outstanding.
The Board may, from time to time, amend the Plan as it may deem proper and
in the best interests of the Corporation or as may be necessary to comply
with Code Section 423, as amended, and the regulations thereunder, or other
applicable laws or regulations; provided, however, no such amendment shall,
without the consent of a Participant, materially adversely affect or impair
the right of a Participant with respect to any outstanding option; and
provided, further, that no such amendment shall:
(a) increase the total number of shares for which options may be granted
under the Plan (except as provided in Section 14.1 herein);
(b) modify the group of Subsidiaries whose employees may be eligible to
participate in the Plan or materially modify any other requirements as
to eligibility for participation in the Plan; or
(c) materially increase the benefits accruing to Participants under the
Plan;
without the approval of the Corporation's shareholders, if such approval is
required for compliance with Code Section 423, as amended, and the
regulations thereunder, or other applicable laws or regulations.
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ARTICLE XVII - NOTICES
17.1 General. All notices, forms, elections or other communications in
connection with the Plan or any Phase thereof shall be in such form as
specified by the Corporation or the Administrator from time to time, and
shall be deemed to have been duly given when received by the Participant or
his or her personal representative or by the Corporation or its designated
representative, as the case may be.
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