Exhibit 99.3
AMENDMENT NO. 1 TO
1995 EMPLOYEE STOCK PURCHASE PLAN
GREENWICH AIR SERVICES, INC.
WHEREAS, the Board of Directors (the "Board of Directors") of Greenwich
Air Services, Inc. (the "Company") has previously adopted, and the stockholders
of the Company previously have approved, the Greenwich Air Services, Inc. 1995
Employee Stock Purchase Plan (the "Plan") pursuant to which options to purchase
stock of the Company may be issued to eligible employees of the Company; and
WHEREAS, as of April 18, each share of then outstanding common stock of
the Company was exchanged for shares of the Company's Class A Common Stock, $.01
par value per share ("Class A Common Stock"), and Class B Common Stock, $.01 par
value per share (the "Class B Common Stock"); and
WHEREAS, the Board of Directors deems it desirable to amend the Plan as
provided herein;
NOW, THEREFORE, the Plan is amended upon the terms and subject to the
conditions set forth herein:
ARTICLE I
AMENDMENT TO PLAN
Section 1. PURPOSE OF PLAN. Paragraph one of this section shall hereby be
amended by deleting the text therein in its entirety and inserting in lieu
thereof the following:
The Greenwich Air Services, Inc. 1995 Employee Stock Purchase Plan (the
"Plan") is intended to provide a method by which eligible employees of
Greenwich Air Services, Inc. ("Greenwich") and of such of Greenwich's
subsidiaries as Greenwich's Board of Directors (the "Board of Directors")
from time to time may designate (such subsidiaries, together with
Greenwich, being hereinafter referred to as the "Company"), may acquire an
interest in the future of the Company through the grant of options (the
"Options") to purchase shares of the Company's equity securities by means
of voluntary, systematic payroll deductions. Shares of Class A Common
Stock shall be issued upon exercise of Options granted prior to July 1,
1996 (or such later date as the Board of Directors shall determine) to
purchase shares of the Common Stock (at an exercise price adjusted
pursuant to Section 15 of the Plan). On and subsequent to July 1, 1996 (or
such later date as the Board of Directors shall determine), Options shall
only be granted to purchase shares of Class B Common Stock. The Class A
Common Stock and the Class B Common Stock are sometimes collectively
referred to hereinafter as the "Stock". For purposes of the Plan, a
"subsidiary" is any corporation in which Greenwich owns, directly or
indirectly, stock possessing 50% or more of the total combined voting
power of all class of stock.
Section 2. OPTIONS TO PURCHASE STOCK. This section shall hereby be amended
by deleting the text therein in its entirety and inserting in lieu thereof the
following:
Under the Plan, shares of Stock shall be available (subject to adjustment
as provided in Section 15) for sale pursuant to the exercise of Options
granted under the Plan to employees of the Company ("Employees") who meet
the eligibility requirements set forth in Section 3 hereof ("Eligible
Employees") as follows: (i) in the case of Options granted prior to July
1, 1996, an aggregate of not more than 100,000 shares of Common Stock; and
(ii) in the case of Options granted on or after July 1, 1996, an aggregate
of not more than 200,000 shares of Class B Common Stock; PROVIDED HOWEVER,
that the total number of all classes of Common Stock issued and issuable
under the Plan shall not exceed 300,000 shares. The Stock to be delivered
upon exercise of Options under the Plan may be either shares of authorized
but unissued Stock or shares of reacquired Stock, as the Board of
Directors may determine.
Section 5. PAYROLL DEDUCTION Paragraph one of this section shall hereby be
amended by deleting the text therein in its entirety and inserting in lieu
thereof the following:
The payroll deduction authorization will request withholding at a rate (in
whole percentages) of not less than 2% nor more than 15%, but in no event
more than $15,000 in any calendar year, from the Participant's
Compensation (as defined below) by means of substantially equal payroll
deductions over the Option Period. For purposes of the Plan,
"Compensation" means the Participant's base wages, salary bonuses, and
commission, plus any amount that would be included in the Participant's
taxable income but for the fact that it was contributed to a qualified
plan pursuant to an elective deferral under Section 401(k) of the Code or
contributed under a salary reduction agreement pursuant to Section 125 of
the Code. A Participant may reduce the withholding rate of his or her
payroll deduction authorization by one or more whole percentage points
(but not to below 2%) at any time during an Option Period by delivering
written notice to the Company, such reduction to take effect prospectively
as soon as practicable following receipt of such notice by the Company. A
Participant may increase or reduce the withholding rate of his or her
payroll deduction authorization for a future Option Period by written
notice delivered to the Company at least 15 days prior to the first day of
the Option Period as to which the change is to be effective. All amounts
withheld in accordance with a Participant's payroll deduction
authorization will be credited to a withholding account for such
Participant.
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
The amendments effected hereby shall be effective as of June 20, 1996, the
date on which this amendment was approved by the Board of Directors, but subject
to approval of a majority of the shares of the voting stock of the Company
entitled to vote thereon represented in person and by proxy at a meeting of the
stockholders of the Company.
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