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Exhibit 10.30
DRAFT OF JULY 7, 1998
CONLEY, CANITANO & ASSOC., INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE.
This Employee Stock Purchase Plan (the "Plan") is intended to advance
the interests of Conley, Canitano & Assoc., Inc. (the "Company") and its
shareholders by allowing employees of the Company and those subsidiaries of the
Company that participate in the Plan the opportunity to purchase shares of the
Company's Common Stock, without par value ("Common Stock"). It is intended that
the Plan will constitute an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors. The majority of the Committee shall
constitute a quorum, and the action of (a) a majority of the members of the
Committee present at any meeting at which a quorum is present or (b) all members
acting unanimously by written consent, shall be the acts of the Committee.
The interpretation and construction by the Committee of any provision
of the Plan or of any subscription to purchase shares under it shall be final.
The Committee may establish any policies or procedures which in the discretion
of the Committee are relevant to the operation and administration of the Plan
and may adopt rules for the administration of the Plan. The Committee will, from
time to time, designate the subsidiaries (as defined below) of the Company whose
employees will be eligible to participate in the Plan. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any subscription to purchase shares under it. For
purposes of this Plan, the term "subsidiary" means any corporation in which the
Company directly or indirectly owns or controls more than 50 percent of the
total combined voting power of all classes of stock issued by the corporation.
SECTION 3. ELIGIBILITY.
Each employee of the Company or of a participating subsidiary of the
Company whose customary employment is a minimum of 20 hours per week may
subscribe to purchase shares of Common Stock under the terms of the Plan, except
that no employee may subscribe to purchase shares on the immediately following
Purchase Date (as defined below) if, immediately after the immediately preceding
Subscription Date (as defined below), such employee would own stock
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possessing 5 percent or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company. For
purposes of this paragraph, stock ownership of an individual shall be determined
under the rules of Section 424(d) of the Code.
For purposes of the Plan:
(a) The term "Subscription Date" means the first business day of each
fiscal quarter of the Company during which the Plan is effective or, in the case
of a participant who is not an employee of the Company or a participating
subsidiary of the Company as of a particular Subscription Date, the date
thereafter on which such participant became an employee of the Company or a
participating subsidiary of the Company. The first Subscription Date under the
Plan will be ___________ __, 1998.
(b) The term "Purchase Date" means the last business day of the fiscal
quarter in which the related Subscription Date occurs.
SECTION 4. PARTICIPATION.
(a) An eligible employee shall evidence his or her agreement to
subscribe for shares by completing a written agreement (the "Subscription and
Authorization Form") provided by the Committee and filing it as directed by the
Committee. A Subscription and Authorization Form will take effect within a
reasonable time after it has been filed with the Company. Once an employee
provides the Committee with the Subscription and Authorization Form, he or she
continues as a participant in the Plan on the terms provided in such form until
he or she provides a new form or withdraws from the Plan.
(b) In the Subscription and Authorization Form, an eligible employee
shall designate any whole dollar amount to be withheld from such employee's
compensation in each pay period and used to purchase shares of Common Stock on
the next Purchase Date, subject to the following limitations: (i) the whole
dollar amount (on an annualized basis) shall not exceed 10 percent of his or her
compensation (as defined below) on an annualized basis; (ii) the maximum number
of shares of Common Stock which can be purchased by any one employee on any
Purchase Date shall not exceed ___ shares of the Common Stock; and (iii) the
Committee may establish from time to time minimum payroll deductions. For
purposes of this Plan, the term "compensation" means gross regular earnings.
SECTION 5. STOCK.
The stock purchased under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. Subject to the provisions of Section 6(h),
the aggregate number of shares which may be purchased under the Plan shall not
exceed ____ shares of Common Stock. In the event that the dollar amount of
shares subscribed for in any quarter exceeds the number of
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shares available to be purchased under the Plan, the shares available to be
purchased shall be allocated on a pro rata basis among the subscriptions.
SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS.
Subscriptions shall be evidenced by a Subscription and Authorization
Form in such form as the Committee shall from time to time approve, provided
that all employees subscribing to purchase shares shall have the same rights and
privileges (except as otherwise provided in Section 4(b) and subparagraph (d)
below), and provided further that such subscriptions shall comply with and be
subject to the following terms and conditions:
(a) Purchase Price. The purchase price shall be an amount equal to
85 percent of the fair market value of such stock on the Purchase Date. During
such time as the Common Stock is traded on the Nasdaq National Market, the fair
market value per share shall be the closing price of the Common Stock (as
reported in The Wall Street Journal) on such Purchase Date (or on the next
regular business date on which shares of the Common Stock of the Company shall
be traded in the event that no shares of the Common Stock shall have been traded
on the Purchase Date). Subject to the foregoing, the Committee shall have full
authority and discretion in fixing the purchase price.
(b) Medium and Time of Payment. The purchase price shall be
payable in full in United States dollars, pursuant to uniform policies and
procedures established by the Committee. The funds required for such payment
will be derived by withholding from an employee's compensation. An employee
shall have the right at any time to terminate the withholding from his or her
compensation of amounts to be paid toward the purchase price. An employee shall
have the right, one time in each quarter, to change the amount so withheld, by
submitting a written request to the Company at least 10 business days before any
Purchase Date. An employee shall have the right to cancel his or her
subscription in whole or in part and to obtain a refund of amounts withheld from
his or her compensation by submitting a written request to the Company at least
10 business days before any Purchase Date. Any cancellation of a subscription in
whole will constitute a withdrawal under Section 4(a) of the Plan. Such amounts
shall thereafter be paid to the employee within a reasonable period of time.
(c) No Interest on Employee Funds. No interest shall accrue on
any amounts withheld from an employee's compensation.
(d) Accrual Limitation. No subscription shall permit the rights of
an employee to purchase stock under all "employee stock purchase plans" (as
defined in the Code) of the Company to accrue, under the rules set forth in
Section 423(b)(8) of the Code, at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time of subscription) for each calendar
year.
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(e) Termination of Employment. If an employee who has subscribed
for shares ceases to be employed by the Company or a participating subsidiary
before any applicable Purchase Date:
i. Because of retirement or disability, he or she may elect to
continue making payments equal to the rate of payroll deductions made before
retirement or disability until the first Purchase Date following retirement or
disability; or otherwise the accumulated payment in his or her account at the
time of retirement or disability will be applied to purchase shares at the
applicable purchase price on the first Purchase Date following such retirement
or disability, unless the Company is otherwise notified in writing.
ii. For any other reason, he or she may elect to have the
accumulated payment in his or her account at the time of termination applied to
purchase shares at the applicable purchase price on the first Purchase Date
following such termination; or otherwise the total unused payments credited to
his or her account on the date of termination will be refunded within a
reasonable time without interest, unless the Company is otherwise notified in
writing.
(f) Transferability. Neither payments credited to an employee's
account nor any rights to subscribe to purchase shares of Common Stock under the
Plan may be transferred by an employee except by the laws of descent and
distribution. Any such attempted transfer will be without effect, except that
the Company may treat such act as an election by the employee to withdraw in
accordance with Section 6(b). Shares of Common Stock may be purchased under the
Plan only by subscribing employees who have legal capacity as determined under
applicable state law or, in the event of the employee's legal incapacity, by his
or her guardian or legal representative acting in a fiduciary capacity on behalf
of the employee under state law or court supervision.
(g) Death and Designation of Beneficiary. An employee may file
with the Company a written designation of beneficiary and may change such
designation of beneficiary at any time by written notice to the Company. On the
death of an employee, the elections provided on termination of employment for
retirement or disability may be exercised by the employee's beneficiary,
executor, administrator, or other legal representative.
(h) Adjustments. The Committee may make or provide for such
adjustments in the purchase price and in the number or kind of shares of the
Common Stock or other securities covered by outstanding subscriptions, or
specified in the second sentence of Section 5 of the Plan, as the Committee in
its sole discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of employees that
would otherwise result from (i) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company; (ii) any merger, consolidation, spin-off, split-off, spin-out,
split-up, separation, reorganization, partial or complete liquidation, or other
distribution of assets, issuance of rights or warrants to purchase stock; or
(iii) any other corporate transaction or event having an effect similar to any
of the foregoing. Moreover, in the event of any such transaction or event, the
Committee, in its discretion, may provide in substitution for any or all
outstanding
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subscriptions under this Plan such alternative consideration as it, in good
faith, may determine to be equitable in the circumstances.
(i) Rights as a Shareholder. An employee shall have no rights as a
shareholder with respect to any Common Stock covered by his or her subscription
until the Purchase Date following payment in full. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date of such purchase, except as provided in Section 6(h) of the Plan.
(j) Fractional Shares. Fractional shares may be purchased under
the Plan and credited to an account for the employee. The Company, however,
shall have the right to pay cash in lieu of any fractional shares of Common
Stock to be distributed from an employee's account under the Plan.
(k) Other Provisions. The Subscription and Authorization Form
authorized under the Plan shall contain such other provisions as the Committee
may deem advisable, provided that no such provisions may in any way be in
conflict with the terms of the Plan.
SECTION 7. TERM OF PLAN.
Eligible employees may subscribe for shares under the Plan within a
period of ten years from the date the Plan is adopted by the Board of Directors;
provided, however, that the Committee may terminate or suspend the Plan if at
any time there are less than 5 percent of the eligible employees participating
in the Plan.
SECTION 8. AMENDMENT OF THE PLAN.
The Plan may be amended from time to time by the Committee, but without
further approval of the shareholders, no such amendment shall (a) increase the
aggregate number of shares of Common Stock that may be issued and sold under the
Plan (except that adjustments authorized by Section 6(h) of the Plan shall not
be limited by this provision) or (b) materially modify the requirements as to
eligibility for participation in the Plan.
SECTION 9. APPROVAL OF SHAREHOLDERS.
The Plan shall take effect upon adoption by the Board of Directors;
provided, however, that any subscriptions and purchases under the Plan shall be
null and void unless the Plan is approved by a vote of the holders of a majority
of the total number of outstanding shares of voting stock of the Company present
in person or by proxy at a meeting at which a quorum is present in person or by
proxy, which approval must occur within the period of 12 months after the date
the Plan is adopted by the Board of Directors.
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