EXHIBIT 10.16
IVAX CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The purpose of this Plan is to provide Employees of the
Company and its Designated Subsidiaries with an opportunity to purchase shares
of Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have this Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. The provisions of this Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "COMMON STOCK" shall mean the $0.10 par value common stock
of the Company.
(d) "COMPANY" shall mean IVAX Corporation and any Designated
Subsidiary of the Company.
(e) "COMPENSATION" shall mean all base straight-time gross
earnings and commissions, but exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses, severance and other
compensation.
(f) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary which
has been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(g) "EMPLOYEE" shall mean any individual who is an employee of
the Company for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of this Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds ninety (90)
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the ninety-first day of such leave.
(h) "ENROLLMENT DATE" shall mean the first Trading Day of each
Offering Period.
(i) "EXERCISE DATE" shall mean the last Trading Day of each
Offering Period.
(j) "FAIR MARKET VALUE" shall mean, as of any date, the value
of Common Stock determined as follows:
(1) a national market system, including without
limitation the NASDAQ National Market System or the NASDAQ SmallCap Market, then
its Fair Market Value shall be the closing sales price for such Common Stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system
for the last Trading Day on or before the date of such determination, as
reported in THE WALL STREET JOURNAL or such other source as the Board deems
reliable;
(2) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, then its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in THE WALL STREET
JOURNAL or such other source as the Board deems reliable; or
(3) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.
(k) "OFFERING PERIOD" shall mean the period of approximately
three (3) months during which an option granted pursuant to this Plan may be
exercised. There will be four Offering Periods each calendar year. The first
Offering Period will begin on the first Trading Day on or after January 1 and
end on the last Trading Day on or before March 31, the second Offering Period
will begin on the first Trading Day on or after April 1 and end on the last
Trading Day on or before June 30, the third Offering Period will begin on the
first Trading Day on or after July 1 and end on the last Trading Day on or
before September 30, and the fourth Offering Period will begin on the first
Trading Day on or after October 1 and end on the last Trading Day on or before
December 31. The duration and timing of an Offering Period may be changed
pursuant to Section 4 hereof.
(l) "PLAN" shall mean this 1999 Employee Stock Purchase Plan.
(m) "PURCHASE PRICE" shall mean eighty-five (85%) of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower; provided however, that in the event a
participant sells, assigns or otherwise transfers (other than by will or the
laws of descent and distribution) any shares of Common Stock acquired under this
Plan before the expiration of three (3) years from the Exercise Date on which
the participant purchased such shares of Common Stock, the Purchase Price for
any shares of Common Stock purchased under this Plan during the next four
Offering Periods following the sale, assignment or transfer will be equal to the
full Fair Market Value. The Purchase Price may be adjusted from time to time by
the Board pursuant to Section 19 hereof.
(n) "RESERVES" shall mean the number of shares of Common Stock
covered by each option under this Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
this Plan but not yet placed under option.
(o) "SUBSIDIARY" shall mean a corporation, domestic or
foreign, of which not less than fifty percent (50%) of the voting shares are
held by the Company or a Subsidiary, whether or not such corporation now exists
or is hereafter organized or acquired by the Company or a Subsidiary.
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(p) "TRADING DAY" shall mean a day on which national stock
exchanges and the NASDAQ System are open for trading.
3. ELIGIBILITY.
(a) Any Employee who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in this Plan.
(b) Notwithstanding anything to the contrary contained herein,
no Employee shall be granted an option under this Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such capital stock equaling five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
Subsidiaries accrues at a rate which exceeds twenty-five thousand dollars
($25,000) worth of stock (determined based on the fair market value of the
shares at the time such option is granted) for each calendar year in which such
option is outstanding at any time.
4. OFFERING PERIODS. This Plan shall be implemented through a series of
consecutive Offering Periods. For each year that the Plan is in effect, the
first Offering Period will begin on the first Trading Day on or after January 1
and end on the last Trading Day on or before March 31, the second Offering
Period will begin on the first Trading Day on or after April 1 and end on the
last Trading Day on or before June 30, the third Offering Period will begin on
the first Trading Day on or after July 1 and end on the last Trading Day on or
before September 30, and the fourth Offering Period will begin on the first
Trading Day on or after October 1 and end on the last Trading Day on or before
December 31. The Board shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future
offerings without shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be
affected thereafter.
5. PARTICIPATION.
(a) An eligible Employee may become a participant in this Plan
by completing a participation agreement, in the form set forth as Exhibit A to
this Plan, and an enrollment form authorizing payroll deductions and by filing
such participation agreement and enrollment form with the Company's Corporate
Human Resource Department prior to the applicable Enrollment Date.
(b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant.
6. PAYROLL DEDUCTIONS.
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(a) At the time a participant files his or her enrollment
form, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding twenty percent (20%) of
the Compensation which he or she receives on each pay day during the Offering
Period.
(b) All payroll deductions made for a participant shall be
credited to his or her account under this Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.
(c) A participant may discontinue his or her participation in
this Plan or may increase or decrease the rate of his or her future payroll
deductions for the next Offering Period (but not the current Offering Period) by
completing or filing with the Company a new enrollment form authorizing a change
in payroll deduction rate. The change in such rate shall be effective for the
next Offering Period. A participant's enrollment form shall remain in effect for
successive Offering Periods unless a new enrollment form is completed and
delivered to the Company.
(d) Notwithstanding anything to the contrary contained herein,
to the extent necessary to comply with Section 423(b)(8) of the Code and Section
3(b) hereof, a participant's payroll deduction rate may be decreased to zero
percent (0%) at any time during an Offering Period. Payroll deductions shall
recommence at the rate provided in such participant's enrollment form at the
beginning of the next Offering Period, unless terminated by the participant.
(e) At the time the option is exercised, in whole or in part,
or at the time some or all of the shares of Common Stock issued under this Plan
are disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or upon the disposition of the shares of Common
Stock. At any time, the Company may, but shall not be obligated to, withhold
from the participant's Compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of the shares of Common Stock by the Employee.
7. GRANT OF OPTION. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of Common Stock determined
by dividing such Employee's payroll deductions accumulated prior to such
Exercise Date and retained in the participant's account as of the Exercise Date
by the applicable Purchase Price; provided, however, that in no event shall an
Employee be permitted to purchase during each Offering Period more than such
number of shares of Common Stock (subject to any adjustment pursuant to Section
18 hereof), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 11 hereof. The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of Common Stock an Employee may purchase during each Offering
Period. Exercise of the option shall occur as provided in Section 8 hereof. The
option shall expire on the last day of the Offering Period.
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8. EXERCISE OF OPTION.
(a) Each participant's option for the purchase of shares of
Common Stock shall be exercised automatically on the Exercise Date, and the
maximum number of shares of Common Stock under the option, including fractional
shares (computed to four decimal places), shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account, subject to the limitations set forth in
Sections 3(b), 7 and 11 hereof. During a participant's lifetime, a participant's
option to purchase shares of Common Stock hereunder is exercisable only by him
or her.
(b) If the Board determines that, on a given Exercise Date,
the number of shares of Common Stock with respect to which options are to be
exercised may exceed (i) the number of shares of Common Stock that were
available for sale under this Plan on the Enrollment Date of the applicable
Offering Period, or (ii) the number of shares of Common Stock available for sale
under this Plan on such Exercise Date, then the Board may in its sole discretion
(x) provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on such Enrollment Date or Exercise Date, as
applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants
exercising options to purchase shares of Common Stock on such Exercise Date, and
continue the Offering Period then in effect, or (y) provide that the Company
shall make a pro rata allocation of the shares of Common Stock available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
shares of Common Stock on such Exercise Date, and terminate any Offering Period
then in effect pursuant to Section 19 hereof. The Company may make pro rata
allocation of the shares of Common Stock available on the Enrollment Date of any
applicable Offering Period pursuant to the preceding sentence, notwithstanding
any authorization of additional shares of Common Stock for issuance under this
Plan by the Company's shareholders subsequent to such Enrollment Date.
9. CERTIFICATES. Certificates for shares of Common Stock purchased
under the Plan will generally not be issued to participants until requested.
Shares credited to any account under the Plan will be showing on the
participants' statements of account sent after each purchase. Certificates for
any number of shares up to the full number of whole shares credited to an
account under the Plan and held for at least three years will be issued upon
request of a participant. Any remaining whole shares and fractional shares will
continue to be credited to the participant's account.
10. TERMINATION OF EMPLOYMENT. Upon a participant's ceasing to be an
Employee, all payroll deductions accumulated while an Employee shall be applied
toward the purchase of shares of Common Stock in the then current Offering
Period as provided in Section 8 above.
11. INTEREST. No interest shall accrue on the payroll deductions of a
participant in this Plan.
12. COMMON STOCK.
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(a) Subject to adjustment upon changes in capitalization of
the Company as provided in Section 18 hereof, the maximum number of shares of
Common Stock which shall be made available for sale under this Plan shall be two
million eight hundred thousand (2,800,000) shares, plus an annual increase to be
added on the first day of the Company's fiscal year equal to (i) the lesser of
(A) sixteen thousand (16,000) shares, and (B) the amount which causes the
aggregate number of shares of Common Stock which shall be made available for
sale under this Plan to equal two and one-half percent (2.5%) of the then
outstanding shares of Common Stock of the Company or (ii) a lesser amount
determined by the Board.
(b) The participant shall have no interest or voting right in
shares of Common Stock covered by his or her option until such option has been
exercised.
(c) Shares of Common Stock to be delivered to a participant
under this Plan shall be registered in the name of the participant or in the
name of the participant and his or her spouse.
13. ADMINISTRATION. This Plan shall be administered by the Board or a
committee of members of the Board approved by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of this Plan, to determine eligibility and to
adjudicate all disputed claims filed under this Plan. Every finding, decision
and determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.
14. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a
beneficiary who is to receive any shares of Common Stock and cash, if any, from
the participant's account under this Plan in the event of such participant's
death subsequent to an Exercise Date on which the option is exercised but prior
to delivery to such participant of such shares of Common Stock and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under this Plan in the event
of such participant's death prior to exercise of the option. If a participant is
married and the designated beneficiary is not the spouse, then spousal consent
shall be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under this
Plan who is living at the time of such participant's death, the Company shall
deliver such shares of Common Stock and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), then the Company, in its
discretion, may deliver such shares of Common Stock and/or cash to the spouse or
to any one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.
(c) The designation of beneficiary and any changes thereto
should be filed with the Company's Corporate Human Resource Department.
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15. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares of Common Stock under this Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 14 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect.
16. USE OF FUNDS. All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.
17. REPORTS. Individual accounts shall be maintained for each
participant in this Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price and the number of shares of Common Stock
purchased.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.
(a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, the Reserves, the maximum number of shares
of Common Stock each participant may purchase each Offering Period (pursuant to
Section 7 hereof), as well as the price per share of Common Stock and the number
of shares of Common Stock covered by each option under this Plan which has not
yet been exercised shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date") and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date.
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(c) MERGER OR ASSET SALE. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or a
parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, the
Offering Period then in progress shall be shortened by setting a New Exercise
Date and the Offering Period then in progress shall end on the New Exercise
Date. The New Exercise Date shall be before the date of the Company's proposed
sale or merger. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date.
19. AMENDMENT OR TERMINATION.
(a) The Board may at any time and for any reason terminate or
amend this Plan. Except as provided in Section 18 hereof, no such termination
can affect options previously granted, provided that an Offering Period may be
terminated by the Board on any Exercise Date if the Board determines that the
termination of the Offering Period or this Plan is in the best interests of the
Company and its shareholders. Except as provided in Section 18 hereof and in
this Section 19, no amendment may make any change in any option theretofore
granted which adversely affects the rights of any participant. To the extent
necessary to comply with Section 423 of the Code (or any successor rule or
provision or any other applicable law, regulation or stock exchange rule), the
Company shall obtain shareholder approval in such a manner and to such a degree
as is required.
(b) Without shareholder consent and without regard to whether
any participants' rights may be considered to have been "adversely affected,"
the Board shall be entitled to change the Offering Periods, limit the frequency
and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount designated
by a participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of shares of Common Stock for
each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board determines in its sole discretion advisable which are consistent
with this Plan.
(c) In the event the Board determines that the ongoing
operation of this Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend this Plan to reduce or eliminate such accounting
consequences including, but not limited to:
(1) altering the Purchase Price for any Offering
Period including an Offering Period underway at the time of the change in
Purchase Price;
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(2) shortening any Offering Period so that Offering
Period ends on a new Exercise Date, including an Offering Period underway at the
time of the Board action; and
(3) allocating shares of Common Stock. Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.
20. TRANSFER OF SHARES. A participant shall not sell, assign or
otherwise transfer (other than by will or the laws of descent and distribution)
any or all shares of Common Stock acquired under this Plan before the expiration
of one (1) year from the Exercise Date on which the participant purchased such
shares of Common Stock. Additionally, as described in Section 2(m) of this Plan,
any participant who sells, assigns or otherwise transfers shares of Common Stock
acquired under this Plan before the expiration of three (3) years from the
Exercise Date on which the participant purchased such shares of Common Stock
will be permitted to purchase additional shares of Common Stock during the next
four Offering Periods following such sale, assignment or transfer only at the
full Fair Market Value, rather than eighty-five percent (85%) of such Fair
Market Value.
21. NOTICES. All notices or other communications by a participant to
the Company under or in connection with this Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
22. CONDITIONS UPON ISSUANCE OF SHARES. Shares of Common Stock shall
not be issued with respect to an option unless the exercise of such option and
the issuance and delivery of such shares of Common Stock pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or system upon which the
shares of Common Stock may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares of Common Stock are being purchased only for investment and
without any present intention to sell or distribute such shares of Common Stock
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.
23. TERM OF PLAN. This Plan shall become effective on January 1, 2000,
and shall continue in effect until January 1, 2010, unless sooner terminated
under Section 19 hereof.
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EXHIBIT A
IVAX CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
_____ Original Agreement Enrollment Date: _______________
_____ Change of Beneficiary(ies)
1. ___________________ hereby elects to participate in the IVAX Corporation 1999
Employee Stock Purchase Plan (the "Plan") and subscribes to purchase shares of
Common Stock in accordance with a separate enrollment form and the Plan. Terms
capitalized, but undefined, in this participation agreement shall have the
meanings defined in the Plan.
2. I understand that my payroll deductions authorized under the enrollment form
shall be accumulated for the purchase of shares of Common Stock at the
applicable Purchase Price determined in accordance with the Plan. I understand
that all accumulated payroll deductions shall be used to automatically exercise
my option.
3. I have received a copy of the complete Plan. I understand that my
participation in the Plan is in all respects subject to the terms of the Plan.
4. I understand that the shares of Common Stock received by me pursuant to the
Plan will be restricted for a period of three (3) years from the Exercise Date.
I will not be able to sell any shares of Common Stock at all during the one (1)
year period following the Exercise Date and in the event I sell any shares of
Common Stock less than three (3) years from the Exercise Date when I acquired
such shares, all subsequent purchases of Common Stock by me under the Plan
during the one (1) year period following such sale will be at full Fair Market
Value, rather than eighty-five percent (85%) of such Fair Market Value.
5. I understand that if I dispose of any shares of Common Stock received by me
pursuant to the Plan within two (2) years after the Enrollment Date or one (1)
year after the Exercise Date, then I will be treated for federal income tax
purposes as having received ordinary income at the time of such disposition in
an amount equal to the excess of the Fair Market Value of the shares of Common
Stock at the time such shares of Common Stock were purchased by me over the
price which I paid for the shares of Common Stock. I HEREBY AGREE TO NOTIFY THE
COMPANY IN WRITING WITHIN THIRTY (30) DAYS AFTER THE DATE OF ANY DISPOSITION OF
MY SHARES OF COMMON STOCK AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE
OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION
OF THE SHARES OF COMMON STOCK. The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of the shares of
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Common Stock by me. If I dispose of such shares of Common Stock at any time
after the expiration of the two (2) year and one (1) year holding periods, then
I understand that I will be treated for federal income tax purposes as having
received income only at the time of such disposition, and that such income will
be taxed as ordinary income only to the extent of an amount equal to the lesser
of (i) the excess of the fair market value of the shares of Common Stock at the
time of such disposition over the purchase price which I paid for the shares of
Common Stock, or (ii) fifteen percent (15%) of the Fair Market Value of the
shares of Common Stock on the first day of the Offering Period. The remainder of
the gain, if any, recognized on such disposition will be taxed as a capital
gain.
6. I hereby agree to be bound by the terms of the Plan. The effectiveness of
this participation agreement is dependent upon my eligibility to participate in
the Plan.
7. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares of Common Stock due me under
the Plan:
NAME: (First) (Middle) (Last)
RELATIONSHIP:
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ADDRESS:
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Dated:
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Employee's Social Security Number:
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Employee's Address:
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Signature of Employee:
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Spouse's Signature
(If beneficiary other than spouse):
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