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Exhibit 10.4
Employee Stock Purchase Plan of the Registrant
dated May 18, 1995, as amended and restated effective as of May 9, 1996
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NORWOOD PROMOTIONAL PRODUCTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase
Plan of Norwood Promotional Products, Inc., as amended and restated effective
as of May 9, 1996.
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of
the Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under section 423 of the Code. The provisions
of the Plan shall, accordingly, 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, no par value, of
the Company.
(d) "Company" shall mean Norwood Promotional Products, Inc., a
Texas corporation, or any successor which adopts this Plan.
(e) "Compensation" for the Offering Period shall mean the regular
gross earnings excluding overtime and bonuses paid to the
Employee by the Employer.
(f) "Continuous Status as an Employee" shall mean the absence of
any interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered
interrupted in the case of a leave of absence that meets the
requirements of paragraph 10(b).
(g) "Employee" shall mean any person, including an officer, who
is customarily employed for at least twenty (20) hours per
week and for more than five (5) months in the calendar year by
an Employer and whose wages are subject to withholding for
purposes of federal income taxes.
(h) "Employer" shall mean the Company and each of its
Subsidiaries, excluding any Subsidiary that has declined to
participate in the Plan.
(i) "Enrollment Date" shall mean the first day of each Offering
Period.
(j) "Exercise Date" shall mean the last day of each Offering
Period.
(k) "Exercise Price" shall have the meaning as defined in
paragraphs 7(b) and 7(c).
(l) "Offering Period" shall mean the period of six (6) months
during which an option granted pursuant to the Plan may be
exercised, as described in paragraph 4.
(m) "Participant" shall mean an Eligible Employee in Continuous
Status as an Employee who has been offered the opportunity to
purchase Common Stock hereunder and who has elected to
participate herein.
(n) "Participant Account" shall mean that separate account
maintained hereunder to record the amount that a Participant
has contributed to the Plan.
(o) "Plan" shall mean the Norwood Promotional Products, Inc.
Employee Stock Purchase Plan.
(p) "Subsidiary" shall mean a corporation, domestic or foreign, of
which at the time of the granting of the option pursuant to
paragraph 7, not less than 50% of the total combined voting
power of all classes of stock are held by the Company or a
Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the
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Company or a Subsidiary.
(q) "One Year of Service" shall mean a consecutive three hundred
sixty-five (365) day period, beginning the day of the year on
which an Employee commences employment with an Employer or a
Subsidiary.
(r) "Plan Custodian" shall mean Boatmen's Trust Company or any
successor appointed by the Company.
3. Eligibility.
(a) General Rule. Any Employee, as defined in paragraph 2, who
has completed One Year of Service and is employed by an
Employer on a given Enrollment Date shall be eligible to
participate in the Plan as an "Eligible Employee," subject to
the requirements of paragraph 5(a) and the limitations imposed
by section 423(b) of the Code. Any Eligible Employee who
terminates employment and rehires with an Employer shall not
be required to complete another One Year of Service.
(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option to
purchase Common Stock under the Plan if:
(i) Immediately after the grant, such Employee (or any
other person whose stock would be attributed to such
Employee pursuant to section 424(d) of the Code)
would own stock (including for purposes of this
paragraph 3(b) any stock he/she holds outstanding
options to purchase) possessing five percent (5%) or
more of the total combined voting power or value of
all classes of stock of the Company or of any
Subsidiary computed in accordance with the Code
423(b)(3), or
(ii) Such option would permit such Employee's right to
purchase stock under all employee stock purchase
plans (described in section 423 of the Code) of the
Company and its Subsidiaries to accrue at a rate
which exceeds Twenty-Five Thousand Dollars ($25,000)
of the 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,
in accordance with the provisions of Code 423(b)(8).
4. Offering Periods. The first Offering Period shall begin July 1, 1996
and end December 31, 1996, unless terminated earlier in accordance with
paragraph 19. Absent action by the Board, each subsequent Offering Period
shall be for a period of six (6) months, and after December 31, 1996 new
Offering Periods shall commence on each January 1 and July 1. The Board shall
have the power to change the duration of the Offering Periods with respect to
future offerings without stockholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.
5. Participation.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement, in a form substantially
similar to Exhibit A attached to the Plan ("Subscription
Agreement"), and filing it with the Company's Human Resources
Department prior to the applicable Enrollment Date, unless a
later time for filing the Subscription Agreement is set by the
Board for all eligible Employees with respect to a given
Offering Period.
(b) An Eligible Employee may waive his right to participate for
any Offering Period by declining to authorize a payroll
deduction. Such declination must be filed in writing in the
time and manner specified by the Company. The filing of a
written declination shall result in the Employee's waiver of
participation for the current Offering Period and all
subsequent Offering Periods and shall be irrevocable with
respect to the current Offering Period. Except as otherwise
provided in this paragraph, an Employee's waiver of
participation for a specified Offering Period shall not, in
and of itself, adversely impact the right of such Employee to
participate in the Plan during any subsequent Offering
Periods.
6. Payment for Common Stock.
(a) At the time a Participant files his or her Subscription
Agreement, such Participant shall elect to have payroll
deductions made on each pay date during the Offering Period at
the rate not to exceed fifteen percent (15%) of the
Compensation which he or she receives on each pay date during
the Offering Period, provided that the aggregate
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amount of such payroll deductions during the Offering Period
shall not exceed fifteen percent (15%) of the Participant's
aggregate Compensation during said Offering Period.
(b) All payroll deductions made by a Participant shall be credited
to his or her Participant Account under the Plan.
(c) A Participant may discontinue or change the rate of his or her
payroll deductions during the Offering Period by completing
and filing with the Human Resources Department of the Company
a new Subscription Agreement. Such change or discontinuance
shall be effective as soon as administratively feasible after
the Company's receipt of the new Subscription Agreement.
7. Grant of Option.
(a) On the Enrollment Date of each Offering Period each Eligible
Employee in such Offering Period shall be granted an option to
purchase on the Exercise Date during such Offering Period up
to a number of whole shares of the Company's Common Stock
determined by dividing fifteen percent (15%) of the Eligible
Employee's Compensation by the Exercise Price on the Exercise
Date for such Offering Period; provided, however, that the
number of shares subject to such option shall be reduced, if
necessary, to a number of shares which would not exceed the
limitations described in paragraph 3(b) or paragraph 12(a)
hereof. In addition, the maximum number of shares any
Participant may be granted an option to purchase in any
Offering Period is one thousand five hundred (1500) shares.
The Exercise Price of a share of the Company's Common Stock
shall be determined as provided in paragraph 7(b) herein.
(b) Subject to paragraph 7(c) the exercise price per share of the
shares offered in a given Offering Period (the "Exercise
Price") shall be 85% of the average fair market value of a
share of the Common Stock during such Offering Period. The
fair market value of the Company's Common Stock during a given
Offering Period shall be the average of the closing prices of
Common Stock as reported by the Nasdaq Stock Market (or
reported on such other national exchange as it may, from time
to time, be reported on) for the first trading day of each
calendar month during such Offering Period, unless the Common
Stock ceases to be traded on the Nasdaq Stock Market or a
national exchange. If the Common Stock ceases to be traded on
the Nasdaq Stock Market or a national exchange, its average
fair market value shall be determined by the Board in its
discretion. Notwithstanding any provision of the Plan to the
contrary, no determination made with respect to the fair
market value of Common Stock shall be inconsistent with Code
423 or the regulations thereunder.
(c) In no event shall the exercise price per share of the shares
offered in a given Offering Period be less than the lesser of
(i) 85% of the fair market value of a share of the Common
Stock on the Exercise Date or (ii) 85% of the fair market
value of a share of the Common Stock on the Enrollment Date of
such Offering Period. The fair market value of the Company's
Common Stock on a given date shall be the closing price of
such Stock as reported by the Nasdaq Stock Market (or reported
on such other national exchange as it may, from time to time,
be reported on) for the Exercise Date or the Enrollment Date,
as the case may be, (or if the Common Stock did not trade on
such date, for the most recent trading day preceding the
Exercise Date or the Enrollment Date, as the case may be, on
which the Common Stock traded), unless the Common Stock ceases
to be traded on a national exchange. If the Common Stock
ceases to be traded on a national exchange, its fair market
value shall be determined by the Board in its discretion.
Notwithstanding any provision of the Plan to the contrary, no
determination made with respect to the fair market value of
Common Stock shall be inconsistent with Code 423 or the
regulations thereunder.
8. Exercise of Option. The Participant's option for the purchase of
Common Stock will be exercised automatically on each Exercise Date of each
Offering Period, and the maximum number of shares subject to such option
computed to the fourth decimal will be purchased at the applicable exercise
price with the funds in his or her Participant Account and held in the
Participant Account unless prior to such Exercise Date the Participant has
withdrawn from the Offering Period pursuant to paragraph 10. During a
Participant's lifetime a Participant's option to purchase shares hereunder is
exercisable only by such Participant.
9. Delivery and Voting. Shares issued pursuant to the exercise of the
option will be held in custody by the Plan Custodian until withdrawal by the
Participant. The Participant may request a certificate for full shares held in
his or her Participant Account immediately after the Exercise Date or as of the
10th of any month thereafter. A Participant shall be entitled to vote any
shares held by the Plan Custodian in his or her Participant account by
furnishing instructions to the Plan Custodian.
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Unless directions are given by the Participant, the shares shall not be voted.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions credited to his or her Participant Account
and not yet used toward the exercise of his or her option
under the Plan at any time by giving written notice to the
Company on a form substantially similar to Exhibit B attached
to this Plan. Withdrawal shall be effective no earlier than
the date such notice is received by the Board or the committee
appointed by the Board pursuant to paragraph 13. All of the
Participant's payroll deductions credited to his or her
Participant Account will be paid to such Participant promptly
after receipt of his or her notice of withdrawal. A
withdrawal of a Participant's Participant Account shall
terminate the Participant's participation for the Offering
Period in which the withdrawal occurs, and no further payroll
deductions for the purchase of shares will be made during that
Offering Period.
(b) Upon termination of the Participant's Continuous Status as an
Employee of the Company for any reason, he or she will be
deemed to have elected to withdraw from the Plan and any full
shares held by the Plan Custodian for the Participant will be
issued in the name of the Participant and mailed together
with a check for any fractional shares. Any funds credited to
his or her Participant Account and not then used toward the
exercise of his or her option under the Plan will be returned
to such Participant and his or her option will be cancelled;
provided, however, that a Participant who goes on a leave of
absence shall be permitted to remain in the Plan with respect
to an Offering Period which commenced prior to the beginning
of such leave of absence. If such Participant is not
guaranteed re-employment by contract or statute and the leave
of absence exceeds ninety (90) days, such Participant shall be
deemed to have terminated employment on the ninety-first day
of such leave of absence. Payroll deductions for a
Participant who has been on a leave of absence will resume
upon return to work at the same rate as in effect prior to
such leave unless changed by such Participant or unless the
leave of absence begins in one Offering Period and ends in a
subsequent Offering Period, in which case the Participant
shall not be permitted to re-enter the Plan until a new
Subscription Agreement is filed with respect to an Offering
Period which commences after such Participant has returned to
work from the leave of absence.
(c) A Participant's withdrawal from one Offering Period will not
have any effect upon his or her eligibility to participate in
a different Offering Period or in any similar Plan which may
hereafter be adopted by the Company.
11. Interest. No interest shall accrue on the payroll deductions of a
Participant in the Plan.
12. Stock.
(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be
fifty thousand (50,000) shares, subject to adjustment upon
changes in capitalization of the Company as provided in
paragraph 18. Either authorized and unissued shares or issued
shares heretofore or hereafter reacquired by the Employer may
be made subject to purchase under the Plan, in the sole and
absolute discretion of the Board. Further, if for any reason
any purchase of Common Stock under the Plan is not
consummated, shares subject to such purchase agreement may be
subjected to a new Subscription Agreement under the Plan. 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. In such event, the Company shall
give written notice of such reduction of the number of shares
which each Employee shall be allowed to purchase.
Notwithstanding anything to the contrary herein, the Company
shall not be obligated to issue Common Stock hereunder if, in
the opinion of counsel for the Company, such issuance would
constitute a violation of Federal or state securities laws.
(b) The Participant will have no interest or voting right in
shares covered by his or her option until such option has been
exercised and the shares purchased.
(c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or, at the prior
written request of the Participant, in the names of the
Participant and his or her spouse.
13. Administration. The Plan shall be administered by the Board or a
committee appointed by the Board. If a committee is
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appointed by the Board, such committee shall have all of the powers of the
Board with respect to the Plan except for those powers set forth in paragraph
19 hereof. Members of the Board who are eligible employees are permitted to
participate in the Plan; provided, however, that (i) members of the Board who
are eligible Employees may not vote on any matter affecting the administration
of the Plan or the grant of any option pursuant to the Plan, and (ii) if a
committee is appointed by the Board to administer the Plan, no committee member
will be eligible to participate in the Plan. The Board or a committee
appointed hereunder shall have the following powers and duties:
(a) To direct the administration of the Plan in accordance with
the provisions herein set forth;
(b) To adopt rules of procedure and regulations necessary for the
administration of the Plan provided the rules are not
inconsistent with the terms of the Plan;
(c) To determine all questions with regard to rights of Employees
and Participants under the Plan, including, but not limited
to, rights of eligibility of an Employee to participate in the
Plan;
(d) To enforce the terms of the Plan and the rules and regulations
it adopts;
(e) To direct the distribution of the shares of Common Stock
purchased hereunder;
(f) To furnish the Employer with information which the Employer
may require for tax or other purposes;
(g) To engage the service of counsel (who may, if appropriate, be
counsel for the Employer) and agents whom it may deem
advisable to assist it with the performance of its duties;
(h) To prescribe procedures to be followed by Participants in
electing to participate herein;
(i) To receive from each Employer and from Employees such
information as shall be necessary for the proper
administration of the Plan;
(j) To maintain, or cause to be maintained, separate accounts in
the name of each Participant to reflect the Participant's
Participant Account under the Plan; and
(k) To interpret and construe the Plan.
14. Designation of Beneficiary.
(a) A Participant may file a written designation of a beneficiary
who is to receive any shares from the Participant's
Participant Account under the Plan in the event of such
Participant's death subsequent to an Exercise Date on which an
option is exercised but prior to the issuance of such shares.
In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's
Participant Account under the Plan in the event of such
Participant's death prior to the Exercise Date of the option.
(b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of
the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of
such Participant's death, the Company shall deliver such
shares and/or cash to the executor or administrator of the
estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such
other person as the Company may designate.
15. Transferability. Neither any monies credited to Participant's
Participant Account nor any rights with regard to the exercise of an option 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 paragraph 14 hereof) by the Participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
16. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for
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any corporate purpose, and the Company shall not be obligated to segregate such
funds.
17. Reports. Individual Participant Accounts will be maintained for each
Participant in the Plan. Statements of Participant Account will be given to
participating Employees promptly following an Exercise Date, which statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization. If an option under this
Plan is exercised subsequent to any stock dividend, stock split, spinoff,
recapitalization, merger, consolidation, exchange of shares or the like,
occurring after such option was granted, as a result of which shares of any
class shall be issued in respect of the outstanding shares, or shares shall be
changed into a different number of the same or another class or classes, the
number of shares to which such option shall be applicable and the option price
for such shares shall be appropriately adjusted by the Company. Any such
adjustment, however, in the Common Stock shall be made without change in the
total price applicable to the portion of the Common Stock purchased hereunder
which has not been fully paid for, but with a corresponding adjustment, if
appropriate, in the price for each share of Common Stock.
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. 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 option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the Participant shall have the right
to exercise the option. If the Board makes an option fully exercisable, in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Participant that the option shall be fully
exercisable for a period of thirty (30) days from the date of such notice, and
the option will terminate upon the expiration of such period.
19. Amendment or Termination. The Board may at any time and for any
reason terminate or amend the Plan. The Plan shall automatically terminate on
the Exercise Date that Participants become entitled to purchase a number of
shares greater than the number of shares available for purchase under paragraph
12. In the event of an automatic termination, reserved shares remaining as of
such Exercise Date shall be sold to Participants on a pro rata basis, as
described in paragraph 12.
Except as specifically provided in the Plan, as required to comply with Code
section 423, or as required to obtain a favorable ruling from the Internal
Revenue Service, no amendment may make any change in any option theretofore
granted which adversely affects the rights of any Participant.
20. 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.
21. Shareholder Approval. Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or
after the date the Plan is adopted. Notwithstanding any provision to the
contrary, failure to obtain such shareholder approval shall void the Plan, any
stock purchases pursuant to the Plan and all rights of all Participants.
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
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Act, the rules and regulations
promulgated under both sets of laws, 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. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in paragraph 21. It shall continue in effect for a term
of ten (10) years unless sooner terminated under paragraph 19.
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24. No Rights Implied. Nothing contained in this Plan or any modification
or amendment to the Plan or in the creation of any Participant Account, or the
execution of any participation election form, or the issuance of any shares of
Stock, shall give any Employee or Participant any right to continue employment,
any legal or equitable right against the Employer or Company or any officer,
director, or Employee of the Employer or Company, except as expressly provided
by the Plan.
25. Severability. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.
26. Notice. Any notice required to be given herein by the Employer, the
Company or the Board shall be deemed delivered, when (a) personally delivered,
or (b) placed in the United States mails, in an envelope addressed to the last
known address of the person to whom the notice is given.
27. Waiver of Notice. Any person entitled to notice under the Plan may
waive the notice.
28. Successors and Assigns. The Plan shall be binding upon all persons
entitled to purchase Common Stock under the Plan, their respective heirs,
legatees, and legal representatives upon the Employer, its successors and
assigns.
29. Headings. The titles and headings of the paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
30. Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of Texas
except to the extent Texas law is preempted by Federal statute. The obligation
of the Employer to sell and deliver Common Stock under the Plan is subject to
applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale or delivery of such Common
Stock.
31. No Liability for Good Faith Determinations. Neither the members of
the Board nor any member of the committee (nor their delegates) shall be liable
for any act, omission, or determination taken or made in good faith with
respect to the Plan or any right to purchase shares of Common Stock granted
under it, and members of the Board and the committee (and their delegates)
shall be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage, or expense (including attorneys' fees, the
costs of settling any suit, provided such settlement is approved by independent
legal counsel selected by the Company, and amounts paid in satisfaction of a
judgment, except a judgment based on a finding of bad faith) arising therefrom
to the full extent permitted by law and under any directors and officers
liability or similar insurance coverage that may from time to time be in
effect.
32. Participating Employers. This Plan shall constitute the employee
stock purchase plan of each Subsidiary which shall be deemed to have adopted
this Plan until and unless its board of directors declines in writing to do so.
A Subsidiary may withdraw from the Plan as of any Enrollment Date by giving
written notice to the Board, which notice must be received by the Board at
least thirty (30) days prior to such Enrollment Date.
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed this
18th day of May, 1995, effective as of August 1, 1995.
NORWOOD PROMOTIONAL PRODUCTS, INC.
/s/ Robert P. Whitesell
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By: Robert P. Whitesell
ATTEST: Its President and Chief Operating Officer
/s/ J. Max Waits
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J. Max Waits
Secretary
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EXHIBIT A
NORWOOD PROMOTIONAL PRODUCTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
I, ____________________________________, have read the attached prospectus
explanation of the Norwood Promotional Products, Inc. (the "Company") Employee
Stock Purchase Plan. I have decided: (check one)
_____NOT to participate.
_____TO PARTICIPATE. I wish to purchase that amount of common stock
that can be purchased with (select only one) $_____ per pay period
(enter a dollar amount no greater than fifteen percent (15%) of your
Compensation) or ______% of my Compensation per pay period (enter the
percentage of your compensation from 1 to 15, in increments of 1, that
you elect to contribute).
_____TO STOP my current payroll deductions and withdraw from the
current Offering Period. Please pay to me, as promptly as possible,
all cash amounts in my account.
In order to pay for the shares of Company common stock that I have elected
to purchase, I irrevocably authorize my Employer to deduct the percentage of my
compensation that I specified above from my pay each pay period while this
election is in effect.
I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock, at the applicable purchase price determined
in accordance with the Stock Purchase Plan. I further understand that, except
as otherwise set forth in the Stock Purchase Plan, shares will be purchased for
me automatically on each Exercise Date of the Offering Period in the maximum
number of shares computed to the fourth decimal place that the amount of funds
in my Participant Account will buy.
I have read a copy of the NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEE
STOCK PURCHASE PLAN (included in the Company's most recent booklet that
describes the Stock Purchase Plan) and a copy of the INFORMATION STATEMENT FOR
PARTICIPANTS. I understand that my participation in the Stock Purchase Plan is
in all respects subject to the terms of the Plan. I hereby agree to be bound
by the terms of the Stock Purchase Plan. The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the
Stock Purchase Plan.
In the event of my death, I hereby designate the following as my
beneficiary to receive all payments and shares due me and not yet purchased or
issued under the Stock Purchase Plan:
Name and Address of Designated Beneficiary: Relationship:
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Name and Address of Participant:
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Signature: Date:
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EXHIBIT B
NORWOOD PROMOTIONAL PRODUCTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL FROM PLAN
By signing this form, I hereby notify the Company that effective as of the end
of the next payroll period following receipt of this form by the Company (the
"Withdrawal Date"), I withdraw from the Stock Purchase Plan. Pay to me as
promptly as possible following the Withdrawal Date all cash amounts in my
Participant Account. Also deliver to me all whole shares of stock in my
account and a check for any partial shares. I understand and agree that by
withdrawing from the Plan no further payroll deductions or stock purchases will
take place.
Name and Address of Participant (please print):
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Signature:
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Date:
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Date Received:
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