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EXHIBIT 99.1
SAUCONY, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
This is the 2001 Employee Stock Purchase Plan of Saucony, Inc.
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. The Company intends
to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423
of the Code. Accordingly, the provisions of the Plan 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 Class B Common Stock of the Company.
d. "COMPANY" shall mean Saucony, Inc. and, when appropriate in the
context, any Designated Subsidiary of Saucony, Inc.
e. "COMPENSATION" shall mean the amount of money reportable on an
Employee's Federal Income Tax Withholding Statement (Form W-2) before any
withholdings for health insurance or under a Section 401(k), 125, 129 or similar
plan, including, without limitation, salary, wages and sales commissions, but
excluding overtime, shift premium, bonuses and incentive compensation (other
than sales commissions), third party sick or disability pay, allowances or
reimbursements for expenses such as relocation allowances or travel expenses,
whether specifically designated as such or designated as signing bonuses, income
or gains attributable to restricted stock, stock options, stock appreciation
rights or other similar equity-based compensation, imputed income or non-cash
items, such as life insurance premiums, and similar items, whether or not
specifically itemized on the Form W-2.
f. "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries that have 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 and whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any calendar
year.
h. "ENROLLMENT DATE" shall mean the first day of each Offering Period.
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i. "EXERCISE DATE" shall mean the last day of each Purchase 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 prior to the time of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable;
(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 last market trading day prior to the time of 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.
k. "OFFERING PERIODS" shall mean the periods of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after each of February
15 and August 15 of each year, commencing August 15, 2001, and terminating on
the last Trading Day in the periods ending twenty-four months later. The
duration and timing of Offering Periods may be changed pursuant to Section 4 of
the Plan.
l. "PLAN" shall mean this 2001 Employee Stock Purchase Plan.
m. "PURCHASE PERIOD" shall mean the period commencing on the first
Trading Day on or after each of February 15 and August 15 of each year and
ending approximately six (6) months later on the last Trading Day on or before
the following February 14 and August 14 of each year, except that the first
Purchase Period of any Offering Period shall commence on the Enrollment Date and
end with the last Trading Day on or before the date that is six months after the
Enrollment Date. The duration and timing of Purchase Periods may be changed
pursuant to Section 4 of the Plan.
n. "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.
o. "RESERVES" shall mean the number of shares of Common Stock covered
by each option under the Plan which has 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.
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p. "SUBSIDIARY" shall mean any present or future subsidiary corporation
of the Company as defined in Section 424(f) of the Code.
q. "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; provided, however,
that an Employee may not participate in more than one Offering Period at the
same time.
b. Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan:
(1) 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 or of any
Subsidiary 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
(2) 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 Twenty-Five Thousand Dollars ($25,000) 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.
In the event that an Employee may not be granted an option under the Plan
because of the foregoing restrictions, the Employee shall be granted an option
to purchase the maximum number of shares that would not violate the foregoing
restrictions.
4. OFFERING PERIODS.
a. The Plan shall be implemented by consecutive, overlapping Offering
Periods, with a new Offering Period commencing on the first Trading Day on or
after each of February 15 and August 15 in each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 19 hereof. The Board shall have the power to change the
duration of Offering Periods and Purchase Periods (including the commencement
dates thereof) with respect to future offerings without stockholder approval.
b. If the Fair Market Value of the Common Stock on the Enrollment Date
of a new Offering Period is lower than the Fair Market Value of the Common Stock
on the Enrollment Date of any ongoing Offering Period, then all participants in
such ongoing Offering Period shall be automatically withdrawn from such ongoing
Offering Period immediately after the exercise of their option on the Exercise
Date that falls immediately before the Enrollment Date of the new Offering
Period and shall be automatically enrolled in the new Offering Period as of such
Enrollment Date.
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5. PARTICIPATION.
a. An eligible Employee may become a participant in the Plan by
completing a participation agreement authorizing payroll deductions in the form
of EXHIBIT A to this Plan and filing it on or prior to the applicable Enrollment
Date with the Company's payroll office or such other office as the Company may
direct.
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.
6. PAYROLL DEDUCTIONS.
a. At the time a participant files his or her participation 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. Such
payroll deductions shall be in whole percentages only.
b. All payroll deductions made for a participant shall be credited to
his or her account under the Plan. 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, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period, by completing and filing with
the Company a new participation agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in payroll
deduction rate shall be effective with the first full payroll period following
ten (10) business days after the Company's receipt of the new participation
agreement. A participant's participation agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section 10 hereof.
d. At the time the option is exercised, in whole or in part, or at the
time any 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 the sale or other disposition of Common
Stock by the Employee.
7. GRANT OF OPTION. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase (at the applicable Purchase Price) up to a whole number of
shares of the Company's Common Stock (the "Option Shares") determined by
dividing $50,000 by the Fair Market Value of a share of Common Stock on the
Enrollment Date (subject to any adjustment pursuant to Section 18), provided
that such purchase shall be subject to the limitations set forth in Sections
3(b) and 12
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hereof. The option shall be exercisable as to 25% of the Option Shares on
each Exercise Date during the 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 each Exercise Date during the Offering
Period, and a number of full shares equal to the accumulated payroll deductions
in his or her account divided by the applicable Purchase Price, but not
exceeding the number of shares as to which such participant's option is
exercisable on such Exercise Date, 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 of Common Stock shall be retained in the participant's account for
the subsequent Purchase Period or 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.
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 or to his or her designee, as appropriate, of a certificate
representing the shares purchased upon exercise of his or her option. The
Company may, in its sole discretion and in compliance with applicable laws,
authorize the use of book entry registration of shares in lieu of issuing
certificates.
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 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, 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 participation agreement.
b. 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 14 hereof, and such participant's option shall be automatically
terminated. If, prior to the last day of the Offering Period, the Designated
Subsidiary by which the Employee is employed shall cease to be a Subsidiary of
the Company, or if the Employee is transferred to a Subsidiary of the Company
that is not a Designated Subsidiary, the Employee shall be deemed to have
terminated employment for purposes of this Plan.
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c. 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.
11. INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. STOCK.
a. Subject to adjustment as provided in Section 18(a) hereof, the
maximum number of shares of Common Stock which shall be made available for sale
under the Plan shall be 250,000 shares. 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 or her 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.
13. 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.
14. 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 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.
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.
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15. 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 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 from an Offering Period in accordance with Section 10 hereof.
16. 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.
17. 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.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.
a. CHANGES IN CAPITALIZATION. The maximum number of shares of Common
Stock available for sale under the Plan, the Reserves, the maximum number of
shares each participant may purchase during each Purchase Period (pursuant to
Section 7), as well as the Purchase 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. 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 granted hereunder.
b. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution
or liquidation of the Company, the Offering Periods shall terminate immediately
prior to the consummation of such action, unless otherwise provided by the
Board.
c. REORGANIZATION EVENTS.
(1) DEFINITION. A "Reorganization Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property, (b) any exchange of all or substantially all of
the shares of the Company for cash, securities or other property pursuant to a
share exchange transaction or (c) any sale of all or substantially all of the
assets of the Company, each while unexercised options remain outstanding under
the Plan.
(2) CONSEQUENCES OF A REORGANIZATION EVENT ON OPTIONS. Upon the
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occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an option shall be considered to be assumed if,
following consummation of the Reorganization Event, the option confers the right
to purchase, for each share of Common Stock subject to the option immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the consideration received as a result of the
Reorganization Event is not solely common stock of the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair
market value to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event.
Notwithstanding the foregoing, in the event that the acquiring or
succeeding corporation (or an affiliate thereof) refuses to assume, or
substitute equivalent options for, the options outstanding at the time of a
proposed Reorganization Event, any Offering Periods then in progress shall be
shortened by setting a new Exercise Date (the "New Exercise Date"), determined
by the Board. The New Exercise Date shall be before the date of the proposed
Reorganization Event. 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.
19. 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 18 hereof, no
such termination shall affect options previously granted, provided that an
Offering Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interests of the
Company and its stockholders. Except as provided in Section 18 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 successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder 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 Purchase Periods, limit 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,
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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 and that are
consistent with the Plan.
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. CONDITIONS FOR 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 Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange, national market system or over-the-counter market upon
which the shares may then be traded, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
22. EFFECTIVE DATE. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company.
23. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver Common Stock under this Plan is subject to listing on an established
stock exchange or quotation on a national market system or an over-the-counter
market (to the extent the Common Stock is then so listed or quoted) and the
approval of all governmental authorities required in connection with the
authorization, issuance, or sale of such stock.
24. GOVERNING LAW. The Plan shall be governed by Massachusetts law
except to the extent that such law is preempted by federal law.
25. SOURCE OF SHARES. Shares may be issued upon exercise of an option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company or from any other proper source.
26. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by
participating in the Plan, to promptly give notice to the Company of any
disposition of shares purchased under the Plan where such disposition occurs
within two years after the date of the grant of the option pursuant to which
such shares were purchased or within one year of the date of exercise of such
option pursuant to which such shares were purchased.
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EXHIBIT A
SAUCONY, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
_____ Original Application Enrollment Date: _________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
_____ Decline Participation
1. ___________ hereby elects to participate in the Saucony, Inc. 2001
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes
to purchase shares of the Company's Common Stock in accordance with this
Participation Agreement and the Employee Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the
amount of ____% (1 to 10%) of my Compensation on each payday during the Offering
Period in accordance with the 2001 Employee Stock Purchase Plan. (Please note
that no fractional percentages are permitted.)
3. 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 2001 Employee Stock Purchase Plan. I
understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to exercise automatically my option on each
Exercise Date.
4. I have received a copy of the complete Employee Stock Purchase Plan.
I understand that my participation in the 2001 Employee Stock Purchase Plan is
in all respects subject to the terms of the Plan.
5. Shares purchased for me under the 2001 Employee Stock Purchase Plan
should be issued in the name(s) of (Employee or Employee and Spouse
only):______________________.
6. I hereby agree that if I dispose of any shares received by me
pursuant to the Plan within two years after the Enrollment Date (the first day
of the Offering Period during which I purchased such shares) or one year after
the Exercise Date on which I purchased such shares, I will notify the Company in
writing within 30 days after the date of any disposition of my shares.
7. I hereby agree to be bound by the terms of the Employee Stock
Purchase Plan. The effectiveness of this Participation Agreement is dependent
upon my eligibility to participate in the 2001 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:
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BENEFICIARY:
NAME: (Please Print) _________________________________________________________
(First) (Middle) (Last)
_________________________________ ___________________________________
Relationship Percentage
___________________________________
___________________________________
Address
SECONDARY
BENEFICIARY:
NAME: (Please Print) _________________________________________________________
(First) (Middle) (Last)
_________________________________ ___________________________________
Relationship Percentage
___________________________________
____________________________________
Address
Employee's Social
Security Number: ____________________________________________________
Employee's Address: ____________________________________________________
____________________________________________________
____________________________________________________
I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: _________________________ ___________________________________
Signature of Employee
(Please print)
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EXHIBIT B
SAUCONY, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Saucony, Inc.
2001 Employee Stock Purchase Plan which began on _________________ (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 the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new
Participation Agreement.
Name and Address of Participant:
________________________________
________________________________
________________________________
Signature:
________________________________
Date:___________________________