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Exhibit 10.30
CONLEY, CANITANO & ASSOCIATES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE.
This Employee Stock Purchase Plan (the "Plan") is intended to advance the
interests of Conley, Canitano & Associates, Inc. (the "Company") and its
shareholders by allowing employees of the Company and those subsidiaries (as
defined below) 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 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 possessing 5
percent or more of the total combined voting power or value of all classes of
stock
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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 the first day of the first fiscal quarter following an initial
public offering of the Company's Common Stock.
(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 5,000 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 500,000 shares of Common Stock. In the event that the dollar amount of
shares subscribed for in any quarter exceeds the number of 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.
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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 lessor of the fair market value of such stock on the first or
last business day of the fiscal quarter to which the subscription relates.
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 date (or on the next regular
business day 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 such
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.
(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
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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 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
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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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