EXHIBIT (10i)
AMENDMENT NO. 1
TO THE
RUSSELL CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
This Amendment No. 1 ("Amendment") to the Russell Corporation 2000
Employee Stock Purchase Plan (the "Plan") is made and executed this 6th day of
December, 2001, to be effective as of the beginning of the next Offering Period
under the Plan.
In accordance with Section 8.1 of the Plan, the Plan is hereby amended
as follows:
1. INCREASE IN CONTRIBUTION LIMITS. Subsections (a) and (b) of
Section 6.2 of the Plan are hereby deleted and replaced as follows (changes to
original provision are marked):
"(a) Payroll Deductions. By submitting a Request Form at
any time before an Offering Period in accordance with rules adopted by
the Committee, an Eligible Employee may authorize a payroll deduction
to purchase Common Stock under the Plan for the Offering Period. The
payroll deduction shall be effective on the first pay period during the
Offering Period commencing after receipt of the Request Form by the
Administrator. The payroll deduction shall be in any whole percentage
up to a maximum of twenty (20%) of such Employee's Compensation payable
each pay period and at any other time an element of Compensation is
payable. A Participant's payroll deduction, if any, shall not be less
than one percent (1%) of such Employee's Compensation payable each
payroll period.
(b) Lump Sum Cash Payments. In lieu of, or in addition
to, the payroll deductions in subsection (a), an Employee eligible to
participate in the Plan under Section 3.1 may, by submitting a Request
Form no later than the last day of the calendar week ending before the
applicable Purchase Date in accordance with rules adopted by the
Administrator, notify the Administrator that the Participant shall make
a lump sum cash payment to purchase Common Stock under the Plan for the
Offering Period. In no event shall the combined total payroll
deductions and lump sum cash payments exceed twenty percent (20%) of
the Participant's Compensation paid during the Offering Period and
during any prior Offering Period in the same calendar year. Any lump
sum cash payments under this subsection must be received by the
Administrator by the last day of the calendar week ending before the
applicable Purchase Date. If the Participant fails to remit the lump
sum cash payment by the applicable date, the Participant's Request Form
with respect to such lump sum cash payment shall be void. A Participant
may submit a Request Form to make a lump sum cash payment only once
each Offering Period."
2. DEDUCTION CHANGES. Section 6.3 of the Plan is hereby deleted
and replaced as follows (changes to original provision are marked):
"6.3 DEDUCTION CHANGES AND DISCONTINUANCE. A Participant
may increase, decrease or completely discontinue his or her payroll
deductions for an Offering Period by filing a new Request Form with the
Administrator; provided that an increase or decrease shall be permitted
no more than once during an Offering Period. This increase, decrease or
discontinuance shall be effective as of a subsequent pay period
commencing no later than 30 days after receipt of the Request Form by
the Administrator. A Participant who discontinues his or her payroll
deductions for an Offering Period may not make a subsequent lump sum
contribution during such Offering Period or resume participation in the
Plan until the following Offering Period.
Any amount held in the Participant's Contribution Account for
an Offering Period after the effective date of the discontinuance of
his or her payroll deductions will either be refunded or used to
purchase Common Stock in accordance with Section 7.1."
3. FRACTIONAL SHARES. Section 6.5 of the Plan is hereby deleted
and replaced as follows (changes to original provision are marked):
"6.5 AUTOMATIC EXERCISE. Unless the cash credited to a
Participant's Contribution Account is withdrawn or distributed as
provided in Article VII, his or her Option shall be deemed to have been
exercised automatically on each Purchase Date, for the purchase of the
number of full and fractional shares of Common Stock which the cash
credited to his or her Contribution Account at that time will purchase
at the Purchase Price. The amount of cash that may be used to purchase
shares of Common Stock may not exceed the Compensation restrictions set
forth in Section 6.2.
If the cash credited to a Participant's Contribution Account
on the Purchase Date exceeds the applicable Compensation restrictions
of Section 6.2 or exceeds the amount necessary to purchase the maximum
number of shares of Common Stock available during the Offering Period,
such excess cash shall be refunded to the Participant. The excess cash
may not be used to purchase shares of Common Stock nor retained in the
Participant's Contribution Account for a future Offering Period.
Each Participant shall receive a statement on an annual basis
indicating the number of shares credited to his or her Stock Account,
if any, under the Plan."
4. THIRD-PARTY BROKERAGE FIRMS. Section 6.1 of the Plan is hereby
deleted and replaced as follows (changes to original provision are marked):
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"6.1 PARTICIPANT'S CONTRIBUTION AND STOCK ACCOUNTS. The
Administrator shall establish a book account in the name of each
Participant for each Offering Period, which shall be the Participant's
Contribution Account. As discussed in Section 6.2 below, a
Participant's payroll deductions and his or her lump sum cash payments
shall be credited to the Participant's Contribution Account, without
interest, until such cash is withdrawn, distributed, or used to
purchase Common Stock as described below.
During such time, if any, as the Corporation participates in a
Direct Registration System, shares of Common Stock acquired upon
exercise of an Option shall be directly registered in the name of the
Participant. If the Corporation does not participate in a Direct
Registration System, then until distribution is requested by a
Participant pursuant to Article VII, (i) stock certificates evidencing
the Participant's shares of Common Stock acquired upon exercise of an
Option shall be held by the Corporation as the nominee for the
Participant, or (ii) such stock shall be held in book-entry form in an
account established on behalf of the Participant with a third-party
brokerage firm, as described below. These shares shall be credited to
the Participant's Stock Account. Shares shall be held by the
Corporation or such brokerage firm as nominee for Participants solely
as a matter of convenience. A Participant shall have all ownership
rights as to the shares credited to his or her Stock Account, and the
Corporation shall have no ownership or other rights of any kind with
respect to any such certificates or the shares represented thereby. The
Corporation may enter into an arrangement with one or more third-party
brokerage firms to administer the Stock Accounts of Participants.
All cash received or held by the Corporation under the Plan
may be used by the Corporation for any corporate purpose. The
Corporation shall not be obligated to segregate any assets held under
the Plan."
5. REINVESTMENT OF DIVIDENDS. Section 2.23 of the Plan is hereby
deleted and replaced as follows (changes to original provision are marked):
"2.23 STOCK ACCOUNT. Stock Account shall mean the account
established by the Administrator on behalf of each Participant, which
shall be credited with shares of Common Stock purchased pursuant to the
Plan and by the reinvestment of dividends thereon, until such shares
are distributed in accordance with Article VII of the Plan."
Subsection (c) of Section 6.2 of the Plan is hereby deleted and
replaced as follows (changes to original provision are marked):
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"(c) Dividends. Cash dividends paid on Common
Stock which is credited to a Participant's Stock Account as of
the dividend payment date shall be automatically reinvested in
shares of Common Stock and credited to the Participant's Stock
Account."
6. ADJUSTMENT TO PLAN NAME. Section 1.1 of the Plan is hereby
deleted and replaced as follows (changes to original provision are marked):
"1.1 ESTABLISHMENT OF THE PLAN. Russell Corporation (the
"Corporation") hereby establishes a stock purchase plan to be known as
the "Russell Corporation Amended and Restated 2000 Employee Stock
Purchase Plan" (the "Plan"), as set forth in this document. The Plan is
intended to be a qualified employee stock purchase plan within the
meaning of Section 423 of the Internal Revenue Code of 1986, as
amended, and the regulations and rulings thereunder."
Section 2.19 of the Plan is hereby deleted and replaced as follows
(changes to original provision are marked):
"2.19 PLAN. Plan shall mean the Russell Corporation Amended
and Restated 2000 Employee Stock Purchase Plan, as amended and in
effect from time to time."
7. EFFECT OF AMENDMENT. As modified hereby, the provisions of the
Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
duly executed as of the date first above written.
Russell Corporation
By: /s/ Floyd G. Hoffman
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Its: Senior Vice President
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