1
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with 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, accordingly, shall be construed
so as to extend and limit participation 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. "Common Stock" shall mean the Common Stock of the
Company.
d. "Company" shall mean Online Resources & Communications
Corporation, a Delaware corporation, and any Designated
Subsidiary of the Company.
e. "Compensation" shall mean all base straight time gross
earnings, commissions, payments for overtime, shift
premium, incentive compensation, incentive payments,
bonuses and other compensation; provided, however, that
for the first Offering Period under the Plan,
Compensation shall include only all base straight time
gross earnings.
f. "Designated Subsidiary" shall mean any Subsidiary which
has been designated by the Board from time to time in
its sole discretion as eligible to participate in the
Plan.
g. "Employee" shall mean any individual who is an Employee
of the Company for tax purposes whose customary
employment with the Company is at least twenty (20)
hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while
the individual is on sick leave or other leave of
absence approved by the Company. Where the period of
leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to
have terminated on the 91st day of such leave.
h. "Enrollment Date" shall mean the first day of each
Offering Period.
i. "Exercise Date" shall mean the last day of each Offering
Period.
j. "Fair Market Value" shall mean, as of any date, the
value of Common Stock determined as follows:
1) If the Common Stock is listed on any
established stock exchange or a national
market system, including without
limitation the Nasdaq National Market or
the Nasdaq SmallCap Market of the Nasdaq
Stock Market, its Fair Market Value
shall be the closing sales price for
such stock (or the closing bid, if no
sales were reported) as quoted on such
exchange or system for the last market
trading day on the date of such
determination, as reported in The Wall
Street Journal or such other source as
the Board deems reliable, or;
2) If the Common Stock is regularly quoted
by a recognized securities dealer but
selling prices are not reported, its
Fair Market Value shall be the mean of
the closing bid and asked prices for the
Common Stock on the date of such
determination, as reported in The Wall
Street Journal or such other source as
the Board deems reliable, or;
3) In the absence of an established market
for the Common Stock, the Fair Market
Value thereof shall be determined in
good faith by the Board.
4) For purposes of the Enrollment Date of
the first Offering Period under the
Plan, the Fair Market Value shall be the
closing price on the Nasdaq National
Market as of the date the Company adopts
the Plan.
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EMPLOYEE STOCK PURCHASE PLAN - PAGE 2
k. "Offering Period" shall mean a period of approximately
six (6) months during which an option granted pursuant
to the Plan may be exercised, commencing on the first
Trading Day on or after January 1 and terminating on the
last Trading Day in the period ending the following June
1, or commencing on the first Trading Day on or after
July 1 and terminating on the last Trading Day in the
period ending the following December 31; provided,
however, that the first Offering Period under the Plan
shall commence on the date that the Company adopts the
Plan. The duration of Offering Periods may be changed
pursuant to Section 4 of this Plan.
l. "Plan" shall mean this Employee Stock Purchase Plan.
m. "Purchase Price" shall mean an amount equal to 85% of
the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is
lower; provided, however, that the Purchase Price may be
adjusted by the Board Pursuant to Section 20.
n. "Reserves" shall mean the number of shares of Common
Stock covered by each option under the Plan which have
not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.
o. "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% 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.
p. "Trading Day" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.
3. Eligibility.
a. Any Employee who shall be employed by the Company 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) to the extent that, 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 capital stock of
the Company and/or hold outstanding options to purchase
such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of
the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase
stock under all employee stock purchase plans of the
Company and its subsidiaries accrues at a rate which
exceeds Fifteen Thousand Dollars ($15,000) worth of
stock (determined at the fair market value of the shares
at the time such option is granted) for each calendar
year in which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on the first Trading Day
on or after January 1 and July 1 each year, or on such other date as the
Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first
Offering Period under the Plan shall commence on the date the Company
adopts the Plan and end on the last Trading Day on or before June 30,
1999. The Board shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to
future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the
first Offering Period to be affected thereafter.
5. Participation.
a. An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan
and filing it with the Company's payroll office prior to
the applicable Enrollment Date.
b. Payroll deductions for a participant shall commence on
the first payroll following the Enrollment Date and
shall end on the last payroll in the Offering Period to
which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10
hereof.
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EMPLOYEE STOCK PURCHASE PLAN - PAGE 3
6. Payroll Deductions.
a. At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll
deductions made on each pay day during the Offering
Period in an amount not exceeding ten percent (10%) of
the Compensation which he or she receives on each pay
day during the Offering Period.
b. All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall
be withheld in whole, even percentages only. A
participant may not make any additional payments into
such account.
c. A participant may discontinue his or her participation
in the Plan as provided in Section 10 hereof, but no
other change can be made during an Offering Period and,
specifically, a participant may not alter the rate of
his or her payroll deductions for that Offering Period.
A participant may increase or decrease the rate of his
or her payroll deductions for successive Offering
Periods by completing and filing with the Company a new
subscription agreement authorizing a change in payroll
deduction rate before the start of the new Offering
Period. A participant's subscription agreement shall
remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.
d. Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and Section
3(b) hereof, a participant's payroll deductions may be
decreased to zero percent (0%) at any time during an
Offering Period. Payroll deductions shall recommence at
the rate provided in such participant's subscription
agreement at the beginning of the first Offering Period
which is scheduled to end in the following calendar
year, unless terminated by the participant as provided
in Section 10 hereof.
e. At the time the option is exercised, in whole or in
part, or at the time some or all of the Company's Common
Stock issued under the Plan is disposed of, the
participant must make adequate provision for the
Company's federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of
the option or the disposition of the Common Stock. At
any time, the Company may, but shall not be obligated
to, withhold from the participant's compensation the
amount necessary for the Company to meet applicable
withholding obligations, including any withholding
required to make available to the Company any tax
deductions or benefits attributable to sale or early
disposition of Common Stock by the Employee.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
eligible Employee participant in such Offering Period shall be granted
an option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of the Company's
Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable Purchase
Price; provided that in no event shall an Employee be permitted to
purchase during each Offering Period more than 1,000 shares (subject to
any adjustment pursuant to Section 19), and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b)
and 12 hereof. The Board may, for future Offering Periods, increase or
decrease, in its absolute discretion, the maximum number of shares of
the Company' Common Stock an Employee may purchase during each Offering
Period. Exercise of the option shall occur as provided in Section 8
hereof, unless the participant has withdrawn pursuant to Section 10
hereof. The Option shall expire on the last day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of
shares shall be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to option shall be purchased for
such participant at the applicable Purchase Price with the accumulated
payroll deductions in his or her account. No fractional shares shall be
purchased; any payroll deductions accumulated in a participant's account
which are not sufficient to purchase a full share shall be retained in
the participant's account for the subsequent Offering Period, subject to
earlier withdrawal by the participant as provided in Section 10 hereof.
Any other monies left over in a participant's account after the Exercise
Date shall be returned to the participant. During a participant's
lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.
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EMPLOYEE STOCK PURCHASE PLAN - PAGE 4
9. Delivery. As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, the shares purchased upon exercise of
his or her option.
10. Withdrawal.
a. A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and
not yet used to exercise his or her option under the
Plan at any time by giving written notice to the Company
in the form of Exhibit B to this Plan. All of the
participant's payroll deductions credited to his or her
account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's
option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the
purchase of shares shall be made for such Offering
Period. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the
beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription
agreement.
b. A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be
adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering
Period from which the participant withdraws.
11. Termination of Employment. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such
participant's account during the Offering Period but not yet used to
exercise the option shall be returned to such participant or, in the
case of his or her death, to the person or persons entitled thereto
under Section 15 hereof, and such participant's option shall be
automatically terminated. The preceding sentence notwithstanding, a
participant who receives payment in lieu of notice of termination of
employment shall be treated as continuing to be an Employee for the
participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu
of notice.
12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. Stock.
a. Subject to adjustment upon changes in capitalization of
the Company as provided in Section 19 hereof, the
maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan
shall be 400,000 shares, plus an annual increase to be
added on each anniversary date of the adoption of the
Plan equal to the lesser of (i) 100,000 shares or (ii) a
lesser amount determined by the Board. 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 shall have no interest or voting right
in shares covered by his option until such option has
been exercised.
c. Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in
the name of the participant and his or her spouse.
14. Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or
its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the Board or its
committee shall, to the full extent permitted by law, be final and
binding upon all parties.
15. Designation of Beneficiary.
a. A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if
any, from the participant's account under the Plan in
the event of such
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participant's death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to
such participant of such shares and cash. In addition, a
participant may file a written designation of a
beneficiary who is to receive any cash from the
participant's account under the Plan in the event of
such participant's death prior to exercise of the
option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective.
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 person as the Company may designate.
16. Transferability. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to
receive shares 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 15 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.
17. Use of Funds. All payroll deductions received or held by the company
under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each participant in
the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the
amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
a. Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the Reserves,
the maximum number of shares each participant may
purchase per Offering Period (pursuant to Section 7), as
well as the price per share and the number of shares of
Common Stock covered by each option under the Plan which
has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any
convertible securities of the Company shall not be
deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the
Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock
subject to an option.
b. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering
Period then in progress shall be shortened by setting a
new Exercise Date (the "New Exercise Date"), and shall
terminate immediately prior to the consummation of such
proposed dissolution or liquidation, unless provided
otherwise by the Board. The New Exercise Date shall be
before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in
writing, at least ten (10) business days prior to the
New Exercise Date, that the Exercise Date for the
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EMPLOYEE STOCK PURCHASE PLAN - PAGE 6
participant's option has been changed to the New
Exercise Date and that the participant's option shall be
exercised automatically on the New Exercise Date, unless
prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10 hereof.
c. Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company,
or the merger of the Company with or into another
corporation, each outstanding option shall be assumed or
an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation
refuses to assume or substitute for the option, the
Offering Period then in progress shall be shortened by
setting a new Exercise Date (the "New Exercise Date").
The New Exercise Date shall be before the date of the
Company's proposed sale or mreger. The Board shall
notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the
Exercise Date for the participant's option has been
changed to the New Exercise Date and that the
participant's option shall be exercised automatically on
the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as
provided in Section 10 hereof.
20. Amendment or Termination.
a. The Board of Directors of the Company may at any time
and for any reason terminate or amend the Plan. Except
as provided in Section 19 hereof, no such termination
can affect options previously granted, provided that an
Offering Period may be terminated by the Board of
Directors on any Exercise Date if the Board determines
that the termination of the Offering Period or the Plan
is in the best interests of the Company and its
stockholders. Except as provided in Section 19 and
Section 20 hereof, no amendment may make any change in
any option theretofore granted which adversely affects
the rights of any participant. To the extent necessary
to comply with Section 423 of the Code (or any other
applicable law, regulation or stock exchange rule), the
Company shall obtain shareholder approval in such a
manner and to such a degree as required.
b. Without stockholder consent and without regard to
whether any participant rights may be considered to have
been "adversely affected," the Board (or its committee)
shall be entitled to change the Offering Periods, change
the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in
the Company's processing of properly completed
withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the
purchase of Common Stock for each participant properly
correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with
the Plan.
c. In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable
financial accounting consequences, the Board may, in its
discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such
accounting consequences including, but not limited to:
1) altering the Purchase Price for any
Offering Period including an Offering
Period underway at the time of the
change in Purchase Price;
2) shortening any Offering Period so that
Offering Period ends on a new Exercise
Date, including an Offering Period
underway at the time of the Board
action; and
3) allocating shares.
Such modifications or amendment shall not require
stockholder approval or the consent of any Plan
participants.
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EMPLOYEE STOCK PURCHASE PLAN - PAGE 7
21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the
receipt thereof.
22. 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 pursuant thereto shall comply with all
applicable provision of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, 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.
23. Non-U.S. Participants. With respect to any Designated Subsidiary which
employs participants who reside outside the United States, and
notwithstanding anything herein to the contrary, the Board or its
committee administering the Plan may in its sole discretion amend the
terms of the Plan in order to conform such terms with the requirements
of local law or to meet the objectives of the Plan, and may, where
appropriate, establish one or more sub-plans to reflect such amended
provisions.
24. Term of Plan. The Plan shall become effective upon the earlier to occur
of is adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 20 hereof.
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EXHIBIT A
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_____ Original Application Enrollment Date: ___
_____ Change in Payroll Deduction Rate
_____ Change in Beneficiary(ies)
1. ___________________________ hereby elects to participate in the
Online Resources & Communications Corporation Employee Stock
Purchase Plan (the "Employee Stock Purchase Plan") and
subscribes to purchase shares of the Company's Common Stock in
accordance with this Subscription Agreement and the Employee
Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the
amount of ______% of my Compensation on each payday (from 0 to
10%, in even percentages only) during the Offering Period in
accordance with the Employee Stock Purchase Plan. (Please note
that no fractional percentages are permitted.)
3. I understand that said payroll deduction shall be accumulated
for the purchase of shares of Common Stock at the applicable
Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not withdraw from an
Offering Period, any accumulated payroll deductions will be used
to automatically exercise my option.
4. I have received a copy of the complete Employee Stock Purchase
Plan. I understand that my participation in the Employee Stock
Purchase Plan is in all respects subject to the terms of the
Plan. I understand that my ability to exercise the option under
this Subscription Agreement is subject to stockholder approval
of the Employee Stock Purchase Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan
should be issued in the name(s) of (Employee or Employee and
Souse only): _________________________________________.
6. I understand that if I dispose of any shares received by me
pursuant to the Plan within 2 years after the Enrollment Date
(the first day of the Offering Period during which I purchased
such shares), I will be treated for federal income tax purposes
as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market
value of the shares at the time such shares were purchased by me
over the price which I paid for the shares. I hereby agree to
notify the Company in writing within 30 days after the date of
any disposition of shares and I will make adequate provision for
Federal, state or other tax withholding obligations, if any,
which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to
make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by me.
If I dispose of such shares at any time after the expiration of
the 2-year holding period, I understand that I will be treated
for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal
to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price
which I paid for the shares, or (2) 15% of the fair market value
of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition
will be taxed as capital gain.
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7. I hereby agree to be bound by the terms of the Employee Stock
Purchase Plan. The effectiveness of this Subscription Agreement
is dependent upon my eligibility to participate in the Employee
Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under
the Employee Stock Purchase Plan:
Name: ________________________________________________ (please print)
(First) (Middle) (Last)
Relationship:
---------------------------------
Address:
---------------------------------
---------------------------------
---------------------------------
Employee's SSN: - -
------- ------- -------
Employee's Address:
---------------------------------
---------------------------------
---------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
--------------------- -----------------------------------------------------
Signature of Employee
-----------------------------------------------------
Spouse's Signature (if beneficiary other than spouse)
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EXHIBIT B
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Online
Resources & Communications Corporation Employee Stock Purchase Plan which began
on ____________, 2000 (the "Enrollment Date") hereby notifies the Company that
he or she hereby withdraws from the Offering Period. He or she hereby directs
the Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only be delivering to the Company a new Subscription
Agreement.
Name and Address of Participant:
- -----------------------------------------
- -----------------------------------------
- -----------------------------------------
- -----------------------------------------
Date:
------------------------------------ ---------------------------------
Signature
HOW TO ENROLL: To enroll in the Employee Stock Purchase Plan send a copy of
Exhibit A and a Merrill Lynch Employee Stock Purchase Plan Enrollment Form to
_________, Human Resources. To make change to you contribution you only need to
send Exhibit A. The contribution amount must be a whole, EVEN number (2-10%).
For further information and to obtain any of these forms, you can contact
_________________ at (___) ________ or _________@ __________.com