SANDISK CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF DECEMBER 17, 1998
I. PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is intended to promote the interests
of SanDisk Corporation by providing eligible employees with the opportunity to
acquire a proprietary interest in the Corporation through participation in a
payroll-deduction based employee stock purchase plan designed to qualify under
Section 423 of the Code.
Capitalized terms herein shall have the meanings assigned to such terms
in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The maximum number of shares of Common Stock which
may be issued in the aggregate over the term of this Plan and the Corporation's
International Employee Stock Purchase Plan shall not exceed One Million One
Hundred Eighty-Three Thousand Three Hundred Thirty-Three (1,183,333) shares.
Such share reserve includes (i) the initial share reserve of 433,333 shares (as
adjusted to reflect the 2:3 split of the Common Stock authorized by the Board on
July 25, 1995) approved by the stockholders in August 1996, (ii) an additional
450,000 share increase authorized by the Board on February 10, 1997 and approved
by the stockholders at the 1997 Annual Meeting and (iii) an additional 300,000
share increase authorized by the Board on December 17, 1998, subject to
stockholder approval at the 1999 Annual Meeting. No shares of Common Stock shall
be issued under the Plan on the basis of such 300,000-share increase unless that
increase is approved by the stockholders at the 1999 Annual Meeting. In no event
shall more than 741,455 shares of Common Stock be issued in the aggregate under
this Plan and the International Employee Stock Purchase Plan after March 15,
1999.
B. The number of shares of Common Stock available for issuance under
the combined reserve of this Plan and the International Plan shall automatically
increase on the first trading day of January each calendar year during the term
of the Plan, beginning with calendar year 2002, by an amount equal to
forty-three one hundredths of one percent (0.43%) of the shares of Common Stock
outstanding on the last trading day in December of the immediately preceding
calendar year, but in no event shall any such annual increase exceed 150,000
shares.
C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and class of securities issuable in the aggregate
under this Plan and the International Plan, (ii) the maximum number and/or class
of securities by which the combined share reserve under this Plan and the
International Plan is to increase each calendar year pursuant to the provisions
of Section III.B, (iii) the maximum number and class of securities purchasable
per Participant on any one Purchase Date and (iv) the number and class of
securities and the price per share in effect under each outstanding purchase
right in order to prevent the dilution or enlargement of benefits thereunder.
IV. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive Offering Periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.
B. Each Offering Period (other than the Initial Offering Period) shall
have a duration of six (6) months. Offering Periods shall run from the first
business day in February to the last business day in July each year and from the
first business day of August each year to the last business day in January in
the following year. However, the Initial Offering Period shall commence at the
Effective Time and terminate on the last business day in January, 1997. During
the Initial Offering Period, there shall be three (3) successive Purchase
Intervals: the first shall run from the Effective Time to the last business day
in January 1996; the second shall run from the first business day in February
1996 to the last business day in July 1996; and the last shall run from the
first business day in August to the last business day in January 1997. A
Purchase Date shall occur at the end of each Purchase Interval within the
Initial Offering Period. However, for each subsequent Offering Period, there
shall only be a single Purchase Date coincident with the last day of that
Offering Period.
V. ELIGIBILITY
A. Only individuals who are Eligible Employees on the start date of an
Offering Period shall be eligible to participate in the Plan for that Offering
Period. For the Initial Offering Period, the following special eligibility
provisions shall be in effect:
- - Each individual who is an Eligible Employee at the Effective Time may
enter the Initial Offering Period at that time or on the start date of
any subsequent Purchase Interval within that Offering Period, provided
he or she remains an Eligible Employee on that date.
- - Each individual who first becomes an Eligible Employee after the
Effective Time may enter the Initial Offering Period on the start date
of any subsequent Purchase Interval within that Offering Period,
provided he or she is an Eligible Employee on that date.
2
B. The date an Eligible Employee enters the Offering Period shall be
designated his or her Entry Date.
C. To participate in the Plan for a particular Offering Period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization form) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.
VI. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Cash Compensation paid to the Participant during each
Offering Period, up to a maximum of ten percent (10%). The deduction rate so
authorized shall continue in effect from Offering Period to Offering Period,
except to the extent such rate is changed in accordance with the following
guidelines:
(i) The Participant may, at any time during an Offering Period, reduce
his or her rate of payroll deduction to become effective as soon as
possible after filing the appropriate form with the Plan Administrator.
The Participant may not, however, effect more than one (1) such
reduction per Offering Period or Purchase Interval.
(ii) The Participant may, prior to the start of any new Offering Period
or the start of any new Purchase Interval within the Initial Offering
Period, increase the rate of his or her payroll deduction by filing the
appropriate form with the Plan Administrator. The new rate (which may
not exceed the ten percent (10%) maximum) shall become effective as of
the start date of the first Offering Period or Purchase Interval
following the filing of such form.
B. Payroll deductions shall begin on the first pay day following the
Participant's Entry Date into the Offering Period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that Offering Period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be held in
any segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.
C. Payroll deductions shall automatically cease upon the termination of
the Participant's purchase right in accordance with the provisions of the Plan.
D. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition of
Common Stock on any subsequent Purchase Date.
3
VII. PURCHASE RIGHTS
A. Grant of Purchase Right. A Participant shall be granted a separate
purchase right for each Offering Period in which he or she participates. The
purchase right shall be granted on the Participant's Entry Date into the
Offering Period and shall provide the Participant with the right to purchase
shares of Common Stock upon the terms set forth below. The Participant shall
execute a stock purchase agreement embodying such terms and such other
provisions (not inconsistent with the Plan) as the Plan Administrator may deem
advisable.
Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.
B. Exercise of the Purchase Right. The purchase right shall be
automatically exercised on each Purchase Date within the Offering Period, and
shares of Common Stock shall accordingly be purchased on behalf of the
Participant (other than any Participant whose payroll deductions have previously
been refunded in accordance with the Termination of Purchase Right provisions
below) on such Purchase Date. The purchase shall be effected by applying the
Participant's payroll deductions for the Offering Period or the Purchase
Interval to the purchase of whole shares of Common Stock at the purchase price
in effect for the Participant for the Purchase Date coincident with the last day
of that Offering Period or Purchase Interval. All shares purchased on
Participant's behalf shall be directly deposited into an account maintained for
such Participant at a Corporation-designated brokerage firm.
C. Purchase Price. The purchase price per share at which Common Stock
shall be purchased on the Participant's behalf on each Purchase Date within the
Offering Period shall be equal to eighty-five percent (85%) of the lower of (i)
the Fair Market Value per share of Common Stock on the Participant's Entry Date
into that Offering Period or (ii) the Fair Market Value per share of Common
Stock on that Purchase Date. However, for each Participant who joins the Initial
Offering Period after the start date, the clause (i) amount shall in no event be
less than the Fair Market Value per share of Common Stock on the start date of
the Initial Offering Period.
D. Number of Purchasable Shares. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date shall be the number of whole
shares obtained by dividing the Participant's payroll deductions for the
Offering Period or Purchase Interval ending on such date by the purchase price
in effect for the Participant for that Purchase Date. However, the maximum
number of shares of Common Stock purchasable per Participant on any one Purchase
Date shall not exceed Seven Hundred Fifty (750) shares, subject to periodic
adjustments in the event of certain changes in the Corporation's capitalization.
However, the Plan Administrator shall have the discretionary authority,
exercisable prior to the start of any Offering Period, to increase or decrease
the limitation to be in effect for the number of shares purchasable per
Participant on the Purchase Date for that Offering Period.
4
E. Excess Payroll Deductions. Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded.
F. Termination of Purchase Right. The following provisions shall govern
the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the next scheduled
Purchase Date, terminate his or her outstanding purchase right
by filing the appropriate form with the Plan Administrator (or
its designate), and no further payroll deductions shall be
collected from the Participant with respect to the terminated
purchase right. Any payroll deductions collected during the
Offering Period or Purchase Interval in which such termination
occurs shall, at the Participant's election, be immediately
refunded or held for the purchase of shares on the next
scheduled Purchase Date. If no such election is made at the
time such purchase right is terminated, then the payroll
deductions collected with respect to the terminated right
shall be refunded as soon as possible.
(ii) The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the Offering
Period for which the terminated purchase right was granted. In
order to resume participation in any subsequent Offering
Period, such individual must re-enroll in the Plan (by making
a timely filing of the prescribed enrollment forms) on or
before the start date of that Offering Period.
(iii) Should the Participant cease to remain an Eligible Employee
for any reason (including death, disability or change in
status) while his or her purchase right remains outstanding,
then that purchase right shall immediately terminate, and all
of the Participant's payroll deductions for the Offering
Period or Purchase Interval in which the purchase right so
terminates shall be immediately refunded. However, should the
Participant cease to remain in active service by reason of an
approved unpaid leave of absence, then the Participant shall
have the election, exercisable up until the last day of the
Offering Period or Purchase Interval in which such leave
commences, to (a) withdraw all the payroll deductions
collected to date on his or her behalf for such Offering
Period or Purchase Interval or (b) have such funds held for
the purchase of shares on the next scheduled Purchase Date. In
no event, however, shall any further payroll deductions be
collected on the Participant's behalf during such leave. Upon
the Participant's return to active service (x) within ninety
(90) days following the commencement of such leave or (y)
prior to the expiration of any longer period for which such
Participant's right to reemployment with the Corporation is
guaranteed by either statute or contract, his or her payroll
deductions under the Plan shall automatically resume at the
rate in effect at the time the leave began, unless the
Participant withdraws from the Plan prior to his or her
return. An individual who returns to active employment
following a leave of absence which exceeds in duration the
applicable (x) or (y) time period will be treated as a new
5
Employee for purposes of subsequent participation in the Plan
and must accordingly re-enroll in the Plan (by making a timely
filing of the prescribed enrollment forms) on or before the
start date of any new Offering Period or Purchase Interval.
G. Corporate Transaction. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant to
the purchase of whole shares of Common Stock at a purchase price per share equal
to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share
of Common Stock on the Participant's Entry Date into the Offering Period in
which such Corporate Transaction occurs or (ii) the Fair Market Value per share
of Common Stock immediately prior to the effective date of such Corporate
Transaction. However, the applicable limitation on the number of shares of
Common Stock purchasable per Participant shall continue to apply to each
purchase.
The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.
H. Proration of Purchase Rights. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.
I. Assignability. During the Participant's lifetime, the purchase right
shall be exercisable only by the Participant and shall not be assignable or
transferable.
J. Stockholder Rights. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant's behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise
permit such Participant to purchase more than Twenty-Five Thousand Dollars
($25,000) worth of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market Value of such stock on the date or
dates such rights are granted) for each calendar year such rights are at any
time outstanding.
6
B. For purposes of applying such accrual limitations to the purchase
rights granted under this Plan, the following provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue in one or more installments on
each Purchase Date within the Offering Period for which such
right is granted.
(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has
already accrued in the same calendar year the right to acquire
Common Stock under one (1) or more other purchase rights at a
rate equal to Twenty-Five Thousand Dollars ($25,000) worth of
Common Stock (determined on the basis of the Fair Market Value
of such stock on the date or dates of grant) for each calendar
year such rights were at any time outstanding.
C. If by reason of such accrual limitations, the purchase right of a
Participant does not accrue for a particular Offering Period (or a particular
Purchase Interval within the Initial Offering Period), then the payroll
deductions which the Participant made during that Offering Period (or Purchase
Interval) with respect to such unaccrued purchase right shall be promptly
refunded.
D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on July 25, 1995 and shall become
effective at the Effective Time, provided no purchase rights granted under the
Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect and all sums collected from Participants during
the Initial Offering Period shall be refunded.
B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the last business day in July 2005, (ii) the date on which
all shares available for issuance under the Plan shall have been sold pursuant
to purchase rights exercised under the Plan or (iii) the date on which all
purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.
7
X. AMENDMENT OF THE PLAN
A. The Board may alter, amend, suspend or discontinue the Plan at any
time to become effective immediately following the close of any Offering Period
or Purchase Interval. However, the Board may not, without the approval of the
Corporation's stockholders, (i) materially increase the number of shares of
Common Stock issuable under the Plan, except for permissible adjustments in the
event of certain changes in the Corporation's capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares
of Common Stock purchasable under the Plan or (iii) modify the requirements for
eligibility to participate in the Plan.
B. On February 10, 1997, the Board adopted an amendment to the Plan to
increase the number of shares of Common Stock authorized for issuance under this
Plan and the International Employee Stock Purchase Plan by an additional 450,000
shares in the aggregate. This amendment was approved by the stockholders at the
1997 Annual Meeting. On December 17, 1998, the Board adopted amendments to the
plan to (i) increase the number of shares of Common Stock authorized for
issuance in the aggregate under this Plan and the International Employee Stock
Purchase Plan by an additional 300,000 shares and (ii) to implement the
automatic share increase provisions of Section III.B. These amendments are
subject to stockholder approval at the 1999 Annual Meeting, and no shares may be
issued on the basis of the 300,000 share increase unless and until the share
increase is approved by the stockholders. Should such stockholder approval not
be obtained at the 1999 Annual Meeting, then the maximum number of shares
available for subsequent issuance in the aggregate under this Plan and the
International Employee Stock Purchase Plan shall not exceed the number of shares
which remained available for issuance immediately prior to the 300,000-share
increase authorized by the Board on December 17, 1998, and the automatic share
increase provisions of Section III.B shall not be implemented.
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
C. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.
8
Schedule A
Corporations Participating in
Employee Stock Purchase Plan
As of the Effective Time
SanDisk Corporation
APPENDIX
The following definitions shall be in effect under the Plan:
A. Board shall mean the Corporation's Board of Directors.
B. Cash Compensation shall mean the (i) regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more Offering Periods under the Plan, plus
(ii) any pre-tax contributions made by the Participant to any Code Section
401(k) salary deferral plan or any Code Section 125 cafeteria benefit program
now or hereafter established by the Corporation or any Corporate Affiliate, plus
(iii) all of the following amounts to the extent paid in cash: overtime
payments, bonuses, commissions, profit-sharing distributions and other
incentive-type payments. However, Eligible Earnings shall not include any
contributions (other than Code Section 401(k) or Code Section 125 contributions)
made on the Participant's behalf by the Corporation or any Corporate Affiliate
to any deferred compensation plan or welfare benefit program now or hereafter
established.
C. Code shall mean the Internal Revenue Code of 1986, as amended.
D. Common Stock shall mean the Corporation's common stock.
E. Corporate Affiliate shall mean any parent or subsidiary corporation
of the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.
F. Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those
securities immediately prior to such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete
liquidation or dissolution of the Corporation.
G. Corporation shall mean SanDisk Corporation, a Delaware corporation,
and any corporate successor to all or substantially all of the assets or voting
stock of SanDisk Corporation which shall by appropriate action adopt the Plan.
H. Effective Time shall mean November 7, 1995, the time at which the
Underwriting Agreement was executed and finally priced. Any Corporate Affiliate
which becomes a Participating Corporation after such Effective Time shall
designate a subsequent Effective Time with respect to its employee-Participants.
A-1
I. Eligible Employee shall mean any person who is employed by a
Participating Company on a basis under which he or she is regularly expected to
render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section
3401(a).
J. Entry Date shall mean the date an Eligible Employee first commences
participation in the Offering Period in effect under the Plan. The earliest
Entry Date under the Plan shall be the Effective Time.
K. Fair Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in
question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National
Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in
question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock,
as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling
price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
L. Initial Offering Period shall mean the first Offering Period in
effect under the Plan which began at the Effective Time and ended on the last
business day in January 1997.
M. 1933 Act shall mean the Securities Act of 1933, as amended.
N. Offering Period shall mean each successive period during which
payroll deductions are to be collected on the behalf of Participants and applied
to the purchase of Common Stock on one or more Purchase Dates within that
period.
O. Participant shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.
P. Participating Corporation shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan as of the Effective Time are listed in
attached Schedule A.
A-2
Q. Plan shall mean the Corporation's Employee Stock Purchase Plan, as
set forth in this document.
R. Plan Administrator shall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.
S. Purchase Date shall mean the last business day of January and July
each year on which shares of Common Stock shall be purchased on behalf of each
Participant.
T. Purchase Interval shall mean each of three (3) successive periods
within the Initial Offering Period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant. The first Purchase
Interval shall begin at the Effective Time and end on the last business day in
January 1996; the second Purchase Interval shall begin on the first business day
in February 1996 and end on the last business day in July 1996; and the final
Purchase Interval shall begin on the first business day in August 1996 and end
on the last business day in January 1997.
U. Stock Exchange shall mean either the American Stock Exchange or the
New York Stock Exchange.
V. Underwriting Agreement shall mean the agreement between the
Corporation and the underwriter or underwriters which managed the initial public
offering of the Common Stock.
A-3