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Exhibit 10(d)
LTX CORPORATION
1993 EMPLOYEES' STOCK PURCHASE PLAN
1. DEFINITIONS. As used in this 1993 Employees' Stock Purchase Plan of
LTX Corporation, the following terms shall have the meanings respectively
assigned to them below:
(a) BASE COMPENSATION means annual or annualized base compensation,
exclusive of overtime, bonuses, contributions to employee benefit plans, or
other fringe benefits.
(b) BENEFICIARY means the person designated as beneficiary on the
Optionee's Membership Agreement or, if no such beneficiary is named, the person
to whom the Option is transferred by will or under the applicable laws of
descent and distribution.
(c) Board means the Board of Directors of the Company.
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(d) Code means the Federal Internal Revenue Code of 1986, as amended.
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(e) Company means LTX Corporation, a Massachusetts corporation.
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(f) ELIGIBLE EMPLOYEE means a person who is eligible under the
provisions of Section 8 to receive an Option as of a particular Offering
Commencement Date.
(g) GROSS COMPENSATION means Base Compensation plus commissions,
overtime pay and cash bonuses.
(h) MARKET VALUE means, as of a particular date, the average closing
bid and asked prices of the Stock in the Over-the- Counter Market, as reported
by the National Association of Securities Dealers, Inc., or if the Stock is
listed on an exchange or the National Market System, the closing price of the
Stock.
(i) MEMBERSHIP AGREEMENT means an agreement whereby an Optionee
authorizes a Participating Employer to withhold payroll deductions from his or
her Gross Compensation.
(j) OFFERING COMMENCEMENT DATE means a date which is the first
business day of a semi-annual Offering Period, on which Options are granted to
Eligible Employees.
(k) OFFERING PERIOD means a semi-annual period, February 1 to July 31
or August 1 to January 31, during which options will be offered under the Plan.
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(l) OFFERING TERMINATION Date means the date which is the last
business day of an Offering Period, on which Options must, if ever, be
exercised.
(m) Option means an option to purchase shares of Stock granted under
the Plan. ------
(n) Option Shares means shares of Stock purchasable under an Option.
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(o) Optionee means an Eligible Employee to whom an Option is
granted. --------
(p) PARTICIPATING EMPLOYER means the Company or any Related
Corporation which is designated by the Board as a corporation whose Eligible
Employees are to receive Options as of a particular Offering Commencement Date.
(q) PLAN means this 1993 Employees' Stock Purchase Plan of the
Company, as amended.
(r) RELATED CORPORATION means any corporation which is a parent
corporation of the Company, as defined in Section 424(e) of the Code, or a
subsidiary corporation of the Company, as defined in Section 424(f) of the
Code.
(s) REPORTING PERSON means a Director of the Company or an "officer"
of the Company for purposes of Section 16 of the Securities Exchange Act of
1934.
(t) Stock means common stock, $0.05 par value, of the Company.
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2. PURPOSE OF THE PLAN. The Plan is intended to encourage ownership of
Stock by employees of the Company and the Related Corporations and to provide
additional incentive for the employees to promote the success of the business
of their employers. It is intended that the Plan shall be an "employee stock
purchase plan" within the meaning of Section 423 of the Code.
3. TERM OF THE PLAN. The Plan shall become effective on December 15,
1993. No option shall be granted under the Plan after December 14, 2003.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board which shall determine semi-annually, effective on February 1 and August
1, whether to grant Options under the Plan. The Board shall determine which
(if any) Related Corporations shall be Participating Employers as of each
Offering Commencement Date. The Board shall have authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms of Options granted under the Plan, and to make all
other determinations necessary or advisable for the administration of the Plan.
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5. TERMINATION AND AMENDMENT OF PLAN. The Board may terminate or amend
the Plan at any time; provided, however, that the Board may not, without
approval by the holders of a majority of the shares of Stock, increase the
maximum number of shares of Stock purchasable under the Plan, change the
description of employees or classes of employees eligible to receive Options,
change the manner of determining the exercise price of Options, or extend the
period during which Options may be granted or exercised. No termination of or
amendment to the Plan may adversely affect the rights of an Optionee with
respect to any Option held by the Optionee as of the date of such termination
or amendment.
6. SHARES OF STOCK SUBJECT TO THE PLAN. No more than an aggregate of
600,000 shares of Stock may be issued or delivered pursuant to the exercise of
Options granted under the Plan, subject to adjustments made in accordance with
Section 10.7. Shares to be delivered upon the exercise of Options may be
either shares of Stock which are authorized but unissued or shares of Stock
held by the Company in its treasury. If an Option expires or terminates for
any reason without having been exercised in full, the unpurchased shares
subject to the Option shall become available for other Options granted under
the Plan. The Company shall, at all times during which Options are
outstanding, reserve and keep available shares of Stock sufficient to satisfy
such Options and shall pay all fees and expenses incurred by the Company in
connection therewith. In the event of any capital change in the outstanding
Stock as contemplated by Section 10.7, the number of shares of Stock reserved
and kept available by the Company shall be appropriately adjusted.
7. SHARES OF STOCK ISSUABLE PER OFFERING PERIOD. No more than an
aggregate of 150,000 shares of stock may be issued or delivered pursuant to the
exercise of Options in any Offering Period, subject to adjustments made in
accordance with Section 10.7.
8. PERSONS ELIGIBLE TO RECEIVE OPTIONS. Each employee of a
Participating Employer shall be granted an Option on each Grant Date on which
such employee meets all of the following requirements:
(a) The employee is customarily employed by a Participating Employer
for more than twenty hours per week and for more than five months per calendar
year.
(b) The employee will not, after grant of the Option, own 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 Related Corporation. For
purposes of this paragraph (b), the rules of Section 424(d) of the Code shall
apply in determining the stock ownership of the employee, and stock which the
employee may purchase under outstanding options shall be treated as stock owned
by the employee.
(c) Upon grant of the Option, the employee's rights to purchase
stock under all employee stock purchase plans (as defined in Section 423(b) of
the Code) of the Company and its Related Corporations will not accrue at a rate
which exceeds $25,000 of fair market value of the stock (determined as of the
grant date) for each calendar year in which such option is outstanding at any
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time. The accrual of rights to purchase stock shall be determined in
accordance with Section 423(b)(8) of the Code.
(d) The employee is not a Reporting Person who failed fully to
exercise any previous Option granted by the Company under the Plan or any other
employee stock purchase plan within the meaning of Section 423 of the Code.
9. OFFERING COMMENCEMENT DATES. Options shall be granted on the first
business day of each semi-annual period, February 1 to July 31 and August 1 to
January 31, which is designated by the Board of Directors as an Offering
Period.
10. Terms and Conditions of Options
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10.1 GENERAL. All Options granted on a particular Offering
Commencement Date shall comply with the terms and conditions set forth in
Sections 10.2 through 10.12.
10.2 PURCHASE PRICE. The purchase price of Option Shares shall be
85% of the lesser of (a) the Market Value of the shares as of the Offering
Commencement Date or (b) the Market Value of the shares as of the Offering
Termination Date.
10.3 RESTRICTIONS ON TRANSFER. Options may not be transferred
otherwise than by will or under the laws of descent and distribution. An
Option may not be exercised by anyone other than the Optionee during the
lifetime of the Optionee. Option shares may be sold or otherwise
transferred by the Optionee without restriction. The Optionee shall agree in
the Membership Agreement to notify the Company of any transfer of the shares
within two years of the Offering Commencement Date of those shares. An
Optionee who is a Reporting Person shall agree in the Membership Agreement not
to transfer any of the shares within six months after purchase. The Company
shall have the right to place a legend on all stock certificates instructing
the transfer agent to notify the Company of any transfer of the shares.
10.4 EXPIRATION. Each Option shall expire at the close of business
on the Offering Termination Date or on such earlier date as may result from the
operation of Section 10.6.
10.5 TERMINATION OF EMPLOYMENT OF OPTIONEE. If an Optionee ceases
for any reason (other than death or retirement) to be continuously employed by
the Company or a Related Corporation, whether due to voluntary severance,
involuntary severance, transfer, or disaffiliation of the employer corporation
with the Company, his or her Option shall immediately expire, and the
Optionee's accumulated payroll deductions shall be returned by the Company.
For purposes of this Section 10.5, an Optionee shall be deemed to be employed
throughout any leave of absence for military service, illness or other bona
fide purpose which does not exceed the longer of ninety days or the period
during which the Optionee's reemployment rights are guaranteed by statute,
contract or announced Company policy. If the Optionee does not return to
active employment prior to the termination of such period, his or her
employment shall be deemed to have ended on the ninety-first day of such leave
of absence.
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10.6 RETIREMENT OR DEATH OF OPTIONEE. If an Optionee retires or
dies, the employee or, in the case of death, his or her Beneficiary shall be
entitled to withdraw the Optionee's accumulated payroll deductions or to
purchase shares on the Exercise Date to the extent that the Optionee would be
so entitled had he or she continued to be employed by a Participating Employer.
The number of shares purchasable shall be limited by the amount of the
Optionee's accumulated payroll deductions as of the date of his or her
retirement or death. Accumulated payroll deductions shall be applied by the
Company toward the purchase of shares only if the Beneficiary submits to the
Participating Employer a written request that the deductions be so applied.
Accumulated payroll deductions not withdrawn or applied to the purchase of
shares shall be delivered by the Company to the Optionee or Beneficiary within
a reasonable time after the Offering Termination Date.
10.7 CAPITAL CHANGES AFFECTING THE STOCK. In the event that, between
the Offering Commencement Date and the Offering Termination Date of an Option,
a stock dividend is paid or becomes payable in respect of the Stock or there
occurs a split-up or contraction in the number of shares of Stock, the number
of shares for which the Option may thereafter be exercised and the price to be
paid for each such share shall be proportionately adjusted. In the event
that, after the Offering Commencement Date, there occurs a reclassification or
change of outstanding shares of Stock or a consolidation or merger of the
Company with or into another corporation or a sale or conveyance, substantially
as a whole, or the property of the Company, the Optionee shall be entitled on
the Offering Termination Date to receive shares of stock or other securities
equivalent in kind and value to the shares of stock he or she should have held
if he or she had exercised the Option in full immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance and had
continued to hold such shares (together with all other shares and securities
thereafter issued in respect thereof) until the Offering Termination Date. In
the event that there is to occur a recapitalization involving an increase in
the par value of the Stock which would result in a par value exceeding the
exercise price under an outstanding Option, the Company shall notify the
Optionee of such proposed recapitalization immediately upon its being
recommended by the Board to the Company's shareholders, after which the
Optionee shall have the right to exercise his or her Option prior to such
recapitalization; if the Optionee fails to exercise the Option prior to
recapitalization, the exercise price under the Option shall be appropriately
adjusted. In the event that, after the Offering Commencement Date, there
occurs a dissolution or liquidation of the Company, except pursuant to a
transaction to which Section 424(a) of the Code applies, each Option shall
terminate, but the Optionee shall have the right to exercise his or her Option
prior to such dissolution or liquidation.
10.8 PAYROLL DEDUCTIONS. An Optionee may purchase shares under his
or her Option by completing and returning to the personnel department of his or
her employer at least ten days prior to the beginning of the next Offering
Period a Membership Agreement indicating a percentage (which shall be a full
integer between one and fifteen) of his or her Gross Compensation which is to
be withheld each pay period; PROVIDED, HOWEVER, that the accumulated payroll
deductions for the Optionee shall not exceed $12,500 in any Offering Period.
The Optionee shall not be permitted to change the percentage of Gross
Compensation withheld during an Offering Period. The percentage of Gross
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Compensation withheld may be changed from one Offering Period to another. The
Optionee may withdraw any or all of his or her accumulated payroll deductions
by submitting a written request therefor to the personnel department of his or
her employer no later than two weeks prior to the Offering Termination Date.
10.9 EXERCISE OF OPTIONS. On the Offering Termination Date the
Optionee may purchase the number of shares purchasable by his or her
accumulated payroll deductions, provided that:
(a) If the total number of shares which all Optionees elect to
purchase, together with any shares already purchased under the Plan, exceeds
the total number of shares which may be purchased under the Plan pursuant to
Section 6 or Section 7, the number of shares which each Optionee is permitted
to purchase shall be decreased pro rata based on the Optionee's accumulated
payroll deductions in relation to all accumulated payroll deductions currently
being withheld under the Plan.
(b) If the number of shares purchasable includes a fraction,
such number shall be adjusted to the next smaller whole number and the purchase
price shall be adjusted accordingly.
Accumulated payroll deductions not withdrawn on or prior to the
Offering Termination Date shall be automatically applied by the Company toward
the purchase of Option Shares.
10.10 DELIVERY OF STOCK. Within a reasonable time after the Offering
Termination Date, the Company shall deliver or cause to be delivered to the
Optionee a certificate or certificates for the number of shares purchased by
the Optionee. A stock certificate representing the number of shares purchased
will be issued in the participant's name only, or if his or her Membership
Agreement so specifies, in the name of the employee and another person of legal
age as joint tenants with rights of survivorship. If any law or applicable
regulation of the Securities and Exchange Commission or other body having
jurisdiction in the premises shall require that the Company or the Optionee
take any action in connection with the shares being purchased under the Option,
delivery of the certificate or certificates for such shares shall be postponed
until the necessary action shall have been completed, which action shall be
taken by the Company at its own expense, without unreasonable delay. The
Optionee shall have no rights as a shareholder in respect of shares for which
he or she has not received a certificate.
10.11 RETURN OF ACCUMULATED PAYROLL DEDUCTIONS. In the event that
the Optionee or the Beneficiary is entitled to the return of accumulated
payroll deductions for any reason, the accumulated payroll deductions shall be
returned within a reasonable time by the Company to the Optionee or the
Beneficiary, as the case may be. In the event that accumulated payroll
deductions exceed the price of shares purchased by reason of Section 6 or
Section 7 hereof, the excess shall be returned with interest within thirty days
after the end of the Offering Period. Otherwise, the accumulated payroll
deductions shall be returned without interest.