EXHIBIT 10.03
ONESOURCE INFORMATION SERVICES, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1
PURPOSE
This 1999 Employee Stock Purchase Plan (the "Plan") is intended to encourage
stock ownership by all eligible employees of OneSource Information Services,
Inc. (the "Company"), a Delaware corporation, and its participating subsidiaries
(as defined in Article 17) so that they may share in the growth of the Company
by acquiring or increasing their proprietary interest in the Company. The Plan
is designed to encourage eligible employees to remain in the employ of the
Company and its participating subsidiaries. The Plan is intended to constitute
an "employee stock purchase plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
ARTICLE 2
ADMINISTRATION OF THE PLAN
The Plan may be administered by a committee appointed by the Board of Directors
(the "Committee"). The Committee shall consist of not less than two members of
the Company's Board of Directors. The Board of Directors may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors. The
Committee may select one of its members as Chairman, and shall hold meetings at
such times and places as it may determine. Acts by a majority of the Committee,
or acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee.
The interpretation and construction by the Committee of any provisions of the
Plan or of any option granted under it shall be final, unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best,
provided that any such rules and regulations shall be applied on a uniform basis
to all employees under the Plan. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.
In the event the Board of Directors fails to appoint or refrains from appointing
a Committee, the Board of Directors shall have all power and authority to
administer the Plan. In such event, the word "Committee" wherever used herein
shall be deemed to mean the Board of Directors.
ARTICLE 3
ELIGIBLE EMPLOYEES
All employees of the Company or any of its participating subsidiaries whose
customary employment is more than 20 hours per week and for more than five
months in any calendar year and who have completed at least three months service
shall be eligible to receive options under the Plan to purchase common stock of
the Company, and all eligible employees shall have the same rights and
privileges hereunder. Persons who are eligible employees on the first business
day of any Payment Period (as defined in Article 5) shall receive their options
as of such day. Persons who become eligible employees after any date on which
options are granted under the Plan shall be granted options on the first day of
the next succeeding Payment Period on which options are granted to eligible
employees under the Plan. In no event, however, may an employee be granted an
option if such employee, immediately after the option was granted, would be
treated as owning stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company or of any parent
corporation or subsidiary corporation, as the terms "parent corporation" and
"subsidiary corporation" are defined in Section 424(e) and (f) of the Code. For
purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply, and stock which the employee may
purchase under outstanding options shall be treated as stock owned by the
employee.
ARTICLE 4
STOCK SUBJECT TO THE PLAN
The stock subject to the options under the Plan shall be shares of the Company's
authorized but unissued common stock, par value $.01 par value per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company, including
shares purchased in the open market. The aggregate number of shares which may be
issued pursuant to the Plan is 300,000, subject to adjustment as provided in
Article 12. If any option granted under the Plan shall expire or terminate for
any reason without having been exercised in full or shall cease for any reason
to be exercisable in whole or in part, the unpurchased shares subject thereto
shall again be available under the Plan.
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ARTICLE 5
PAYMENT PERIOD AND STOCK OPTIONS
The first Payment Period during which payroll deductions will be accumulated
under the Plan shall commence on June 1, 1999 and shall end on January 31, 2000.
The second Payment Period will commence on February 1, 2000 and shall end on
July 31, 2000. The third Payment Period will commence on August 1, 2000 and
shall end on February 28, 2001. For the remainder of the duration of the Plan,
Payment Periods shall consist of the six-month periods commencing on March 1 and
September 1 and ending on August 31 and February 28 (or February 29 in the case
of a leap year), respectively, of each calendar year.
Twice each year, on the first business day of each Payment Period, the Company
will grant to each eligible employee who is then a participant in the Plan an
option to purchase on the last day of such Payment Period, at the Option Price
hereinafter provided for, a maximum of 1,000 shares, on condition that such
employee remains eligible to participate in the Plan throughout the remainder of
such Payment Period. The participant shall be entitled to exercise the option so
granted only to the extent of the participant's accumulated payroll deductions
on the last day of such Payment Period. If the participant's accumulated payroll
deductions on the last day of the Payment Period would enable the participant to
purchase more than 1,000 shares except for the 1,000-share limitation, the
excess of the amount of the accumulated payroll deductions over the aggregate
purchase price of the 1,000 shares shall be promptly refunded to the participant
by the Company, without interest. The Option Price per share for each Payment
Period shall be the lesser of (i) 85% of the average market price of the Common
Stock on the first business day of the Payment Period and (ii) 85% of the
average market price of the Common Stock on the last business day of the Payment
Period, in either event rounded up to the nearest cent. The foregoing limitation
on the number of shares subject to option and the Option Price shall be subject
to adjustment as provided in Article 12.
For purposes of the Plan, the term "average market price" on any date means (i)
the average (on that date) of the high and low prices of the Common Stock on the
principal national securities exchange on which the Common Stock is traded, if
the Common Stock is then traded on a national securities exchange; or (ii) the
last reported sale price (on that date) of the Common Stock on the NASDAQ
National Market, if the Common Stock is not then traded on a national securities
exchange; or (iii) the average of the closing bid and asked prices last quoted
(on that date) by an established quotation service for over-the-counter
securities, if the Common Stock is not reported on the NASDAQ National Market;
or (iv) if the Common Stock is not publicly traded, the fair market value of the
Common Stock as determined by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated at arm's
length.
For purposes of the Plan, the term "business day" means a day on which there is
trading on the NASDAQ National Market or the aforementioned national securities
exchange, whichever is applicable pursuant to the preceding paragraph; and if
neither is applicable, a day that is not a Saturday, Sunday or legal holiday in
Massachusetts.
No employee shall be granted an option which permits the employee's right to
purchase stock under the Plan, and under all other Section 423(b) employee stock
purchase plans of the Company and any parent or subsidiary corporations, to
accrue at a rate which exceeds $25,000 of fair market value of such stock
(determined on the date or dates that options on such stock were granted) for
each calendar year in which such option is outstanding at any time. The purpose
of the limitation in the preceding sentence is to comply with Section 423(b)(8)
of the Code. If the participant's accumulated payroll deductions on the last day
of the Payment Period would otherwise enable the participant to purchase Common
Stock in excess of the Section 423(b)(8) limitation described in this paragraph,
the excess of the amount of the accumulated payroll deductions over the
aggregate purchase price of the shares actually purchased shall be promptly
refunded to the participant by the Company, without interest.
ARTICLE 6
EXERCISE OF OPTION
Each eligible employee who continues to be a participant in the Plan on the last
day of a Payment Period shall be deemed to have exercised his or her option on
such date and shall be deemed to have purchased from the Company such number of
full shares of Common Stock reserved for the purpose of the Plan as the
participant's accumulated payroll deductions on such date will pay for at the
Option Price, subject to the 1,000-share limit of the option and the Section
423(b)(8) limitation described in Article 5. If the individual is not a
participant on the last day of a Payment Period, then he or she shall not be
entitled to exercise his or her option. Only full shares of Common Stock may be
purchased under the Plan. Unused payroll deductions remaining in a participant's
account at the end of a Payment Period by reason of the inability to purchase a
fractional share shall be carried forward to the next Payment Period.
ARTICLE 7
AUTHORIZATION FOR ENTERING THE PLAN
An employee may elect to enter the Plan by filling out, signing and delivering
to the Company an authorization:
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A. Stating the percentage to be deducted regularly from the employee's pay;
B. Authorizing the purchase of stock for the employee in each Payment Period in
accordance with the terms of the Plan; and
C. Specifying the exact name or names in which stock purchased for the employee
is to be issued as provided under Article 11 hereof.
Such authorization must be received by the Company at least ten days before the
first day of the next succeeding Payment Period and shall take effect only if
the employee is an eligible employee on the first business day of such Payment
Period.
Unless a participant files a new authorization or withdraws from the Plan, the
deductions and purchases under the authorization the participant has on file
under the Plan will continue from one Payment Period to succeeding Payment
Periods as long as the Plan remains in effect.
The Company will accumulate and hold for each participant's account the amounts
deducted from his or her pay. No interest will be paid on these amounts.
ARTICLE 8
MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS
An employee may authorize payroll deductions in an amount (expressed as a whole
percentage) not less than one percent (1%) but not more than ten percent (10%)
of the employee's total compensation, including base pay or salary and any
overtime, bonuses or commissions.
ARTICLE 9
CHANGE IN PAYROLL DEDUCTIONS
Deductions may not be increased or decreased during a Payment Period. However, a
participant may withdraw in full from the Plan.
ARTICLE 10
WITHDRAWAL FROM THE PLAN
A participant may withdraw from the Plan (in whole but not in part) at any time
prior to the last day of a Payment Period by delivering a withdrawal notice to
the Company.
To re-enter the Plan, an employee who has previously withdrawn must file a new
authorization at least ten days before the first day of the next Payment Period
in which he or she wishes to participate. The employee's re-entry into the Plan
becomes effective at the beginning of such Payment Period, provided that he or
she is an eligible employee on the first business day of the Payment Period.
ARTICLE 11
ISSUANCE OF STOCK
Certificates for stock issued to participants shall be delivered as soon as
practicable after each Payment Period by the Company's transfer agent.
Stock purchased under the Plan shall be issued only in the name of the
participant, or if the participant's authorization so specifies, in the name of
the participant and another person of legal age as joint tenants with rights of
survivorship.
ARTICLE 12
ADJUSTMENTS
Upon the happening of any of the following described events, a participant's
rights under options granted under the Plan shall be adjusted as hereinafter
provided:
A. In the event that the shares of Common Stock shall be subdivided or combined
into a greater or smaller number of shares or if, upon a reorganization,
split-up, liquidation, recapitalization or the like of the Company, the shares
of Common Stock shall be exchanged for other securities of the Company, each
participant shall be entitled, subject to the conditions herein stated, to
purchase such number of shares of Common Stock or amount of other securities of
the Company as were exchangeable for the number of shares of Common Stock that
such participant would have been entitled to purchase except for such action,
and appropriate adjustments shall be made in the purchase price per share to
reflect such subdivision, combination or exchange; and
B. In the event the Company shall issue any of its shares as a stock dividend
upon or with respect to the shares of stock of the class which shall at the time
be subject to option hereunder, each participant upon exercising such an option
shall be entitled to receive (for
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the purchase price paid upon such exercise) the shares as to which the
participant is exercising his or her option and, in addition thereto (at no
additional cost), such number of shares of the class or classes in which such
stock dividend or dividends were declared or paid, and such amount of cash in
lieu of fractional shares, as is equal to the number of shares thereof and the
amount of cash in lieu of fractional shares, respectively, which the participant
would have received if the participant had been the holder of the shares as to
which the participant is exercising his or her option at all times between the
date of the granting of such option and the date of its exercise.
Upon the happening of any of the foregoing events, the class and aggregate
number of shares set forth in Article 4 hereof which are subject to options
which have been or may be granted under the Plan and the limitations set forth
in the second paragraph of Article 5 shall also be appropriately adjusted to
reflect the events specified in paragraphs A and B above. Notwithstanding the
foregoing, any adjustments made pursuant to paragraphs A or B shall be made only
after the Committee, based on advice of counsel for the Company, determines
whether such adjustments would constitute a "modification" (as that term is
defined in Section 424 of the Code). If the Committee determines that such
adjustments would constitute a modification, it may refrain from making such
adjustments.
If the Company is to be consolidated with or acquired by another entity in a
merger, a sale of all or substantially all of the Company's assets or otherwise
(an "Acquisition"), the Committee or the board of directors of any entity
assuming the obligations of the Company hereunder (the "Successor Board") shall,
with respect to options then outstanding under the Plan, either (i) make
appropriate provision for the continuation of such options by arranging for the
substitution on an equitable basis for the shares then subject to such options
either (a) the consideration payable with respect to the outstanding shares of
the Common Stock in connection with the Acquisition, (b) shares of stock of the
successor corporation, or a parent or subsidiary of such corporation, or (c)
such other securities as the Successor Board deems appropriate, the fair market
value of which shall not materially exceed the fair market value of the shares
of Common Stock subject to such options immediately preceding the Acquisition;
or (ii) terminate each participant's options in exchange for a cash payment
equal to the excess of (a) the fair market value on the date of the Acquisition,
of the number of shares of Common Stock that the participant's accumulated
payroll deductions as of the date of the Acquisition could purchase, at an
option price determined with reference only to the first business day of the
applicable Payment Period and subject to the 1,000-share limit, Code Section
423(b)(8) and fractional-share limitations on the amount of stock a participant
would be entitled to purchase, over (b) the result of multiplying such number of
shares by such option price.
The Committee or Successor Board shall determine the adjustments to be made
under this Article 12, and its determination shall be conclusive.
ARTICLE 13
NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS
An option granted under the Plan may not be transferred or assigned and may be
exercised only by the participant.
ARTICLE 14
TERMINATION OF EMPLOYEE'S RIGHTS
Whenever a participant ceases to be an eligible employee because of retirement,
voluntary or involuntary termination, resignation, layoff, discharge, death or
for any other reason, his or her rights under the Plan shall immediately
terminate, and the Company shall promptly refund, without interest, the entire
balance of his or her payroll deduction account under the Plan. Notwithstanding
the foregoing, eligible employment shall be treated as continuing intact while a
participant is on military leave, sick leave or other bona fide leave of
absence, for up to 90 days, or for so long as the participant's right to
re-employment is guaranteed either by statute or by contract, if longer than 90
days.
ARTICLE 15
TERMINATION AND AMENDMENTS TO PLAN
The Plan may be terminated at any time by the Company's Board of Directors but
such termination shall not affect options then outstanding under the Plan. It
will terminate in any case when all or substantially all of the unissued shares
of stock reserved for the purposes of the Plan have been purchased. If at any
time shares of stock reserved for the purpose of the Plan remain available for
purchase but not in sufficient number to satisfy all then unfilled purchase
requirements, the available shares shall be apportioned among participants in
proportion to the amount of payroll deductions accumulated on behalf of each
participant that would otherwise be used to purchase stock, and the Plan shall
terminate. Upon such termination or any other termination of the Plan, all
payroll deductions not used to purchase stock will be refunded, without
interest.
The Committee or the Board of Directors may from time to time adopt amendments
to the Plan provided that, without the approval of the stockholders of the
Company, no amendment may (i) increase the number of shares that may be issued
under the Plan; (ii) change the class of employees eligible to receive options
under the Plan, if such action would be treated as the adoption of a new plan
for
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purposes of Section 423(b) of the Code; or (iii) cause Rule 16b-3 under the
Securities Exchange Act of 1934 to become inapplicable to the Plan.
ARTICLE 16
LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN
The Plan is intended to provide shares of Common Stock for investment and not
for resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his or her own affairs. An employee may, therefore,
sell stock purchased under the Plan at any time the employee chooses, subject to
compliance with any applicable federal or state securities laws and subject to
any restrictions imposed under Article 21 to ensure that tax withholding
obligations are satisfied. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.
ARTICLE 17
PARTICIPATING SUBSIDIARIES
The term "participating subsidiary" shall mean any present or future subsidiary
of the Company, as that term is defined in Section 424(f) of the Code, which is
designated from time to time by the Board of Directors to participate in the
Plan. The Board of Directors shall have the power to make such designation
before or after the Plan is approved by the stockholders.
ARTICLE 18
OPTIONEES NOT STOCKHOLDERS
Neither the granting of an option to an employee nor the deductions from his or
her pay shall constitute such employee a stockholder of the shares covered by an
option until such shares have been actually purchased by the employee.
ARTICLE 19
APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock pursuant to
options granted under the Plan will be used for general corporate purposes.
ARTICLE 20
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION
By electing to participate in the Plan, each participant agrees to notify the
Company in writing immediately after the participant transfers Common Stock
acquired under the Plan, if such transfer occurs within two years after the
first business day of the Payment Period in which such Common Stock was
acquired. Each participant further agrees to provide any information about such
a transfer as may be requested by the Company or any subsidiary corporation in
order to assist it in complying with the tax laws. Such dispositions generally
are treated as "disqualifying dispositions" under Sections 421 and 424 of the
Code, which have certain tax consequences to participants and to the Company and
its participating subsidiaries.
ARTICLE 21
WITHHOLDING OF ADDITIONAL INCOME TAXES
By electing to participate in the Plan, each participant acknowledges that the
Company and its participating subsidiaries are required to withhold taxes with
respect to the amounts deducted from the participant's compensation and
accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each participant further
acknowledges that when Common Stock is purchased under the Plan the Company and
its participating subsidiaries may be required to withhold taxes with respect to
all or a portion of the difference between the fair market value of the Common
Stock purchased and its purchase price, and each participant agrees that such
taxes may be withheld from compensation otherwise payable to such participant.
It is intended that tax withholding will be accomplished in such a manner that
the full amount of payroll deductions elected by the participant under Article 7
will be used to purchase Common Stock. However, if amounts sufficient to satisfy
applicable tax withholding obligations have not been withheld from compensation
otherwise payable to any participant, then, notwithstanding any other provision
of the Plan, the Company may withhold such taxes from the participant's
accumulated payroll deductions and apply the net amount to the purchase of
Common Stock, unless the participant pays to the Company, prior to the exercise
date, an amount sufficient to satisfy such withholding obligations. Each
participant further acknowledges that the Company and its participating
subsidiaries may be required to withhold taxes in connection with the
disposition of stock acquired under the Plan and agrees that the Company or any
participating subsidiary may take whatever action it considers appropriate to
satisfy such withholding requirements, including deducting from compensation
otherwise payable to such participant an amount sufficient to satisfy such
withholding requirements or conditioning any disposition of
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Common Stock by the participant upon the payment to the Company or such
subsidiary of an amount sufficient to satisfy such withholding requirements.
ARTICLE 22
GOVERNMENTAL REGULATIONS
The Company's obligation to sell and deliver shares of Common Stock under the
Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.
Government regulations may impose reporting or other obligations on the Company
with respect to the Plan. For example, the Company may be required to identify
shares of Common Stock issued under the Plan on its stock ownership records and
send tax information statements to employees and former employees who transfer
title to such shares.
ARTICLE 23
GOVERNING LAW
The validity and construction of the Plan shall be governed by the laws of
Delaware, without giving effect to the principles of conflicts of law thereof.
ARTICLE 24
APPROVAL OF BOARD OF DIRECTORS AND STOCKHOLDERS OF THE COMPANY
The Plan was adopted by the Board of Directors on February 17, 1999 and was
approved by the stockholders of the Company on April 21, 1999.
The Plan was amended by the Board of Directors on April 21, 1999 to change the
Payment Periods as set forth in the second sentence of Article 5.
The Plan was amended by the Board of Directors on July 18, 2000 to replace the
first paragraph in its entirety of Article 5.
The Plan was amended by the Board of Directors on March 23, 2001 to increase the
number of shares issuable pursuant to the plan to 200,000, and such amendment
was approved by the stockholders of the Company on May 24, 2001.
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