Exhibit A
ALLIED HEALTHCARE PRODUCTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
ADOPTED AUGUST 5, 1992
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ARTICLE I. PURPOSE
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Section 1.1. The Allied Healthcare Products, Inc. Employee Stock Purchase
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Plan (hereinafter referred to as the "Plan") is intended to provide a method
whereby employees of Allied Healthcare Products, Inc. (hereinafter referred to
as the "Company") will have an opportunity to acquire a proprietary interest in
the Company through the purchase of shares of the Common Stock of the Company.
ARTICLE II. DEFINITIONS
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Section 2.1. Unless otherwise required by the context, the following
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definitions shall be controlling:
a. "Board of Directors" means the Board of Directors of Allied
Healthcare Products, Inc., a Delaware corporation.
b. "Committee" means the Compensation Committee of Company.
C. "Custodian" means the Custodian designated by the Board of
Directors as provided in Section 10.1.
d. "Employee" means a person who is and continues to be employed by a
Participating Corporation for not less than thirty-five (35) hours per week,
provided, however, that a person on an authorized leave of absence from
the Participating Corporation, paid or non-paid, shall not cease to be an
Employee nor be deemed to have terminated employment for purposes of the Plan.
In computing hours of employment per week for the purpose of determining whether
a person is an employee, there shall be included each hour for which a person is
directly paid or entitled to payment by the Participating Corporation for the
performance of duties and each hour for which a person is paid or entitled to
payment by the Participating Corporation on account of a period of time during
which no duties are performed, such as vacation, holiday or illness.
e. "Participant" means an eligible Employee who has indicated his
acceptances of the provisions of the Plan and authorized an allotment out of his
Regular Compensation in accordance with Section 4.1, and whose participation in
the Plan has actually commenced.
f. "Participating Corporation" means the Company or any subsidiary of
Company and, when required by the context, refers to the particular corporation,
whether the Company or a subsidiary, by which a Participant is employed.
g. "Permanent and Total Disability" means inability to engage in a
substantial, gainful activity in the employee of a Participating Corporation by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which is expected to last for a continuous period
of not less than twelve (12) full months. The Committee's determination of
Permanent and Total Disability shall be conclusive-
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h. "Plan" means the Allied Healthcare Productions, Inc. Employee
Stock Purchase Plan, as adopted August , 1992, and as amended from time to
time.
i. "Regular Compensation" means the total compensation or
remuneration received by or credited to a person, whether on a weekly or
semi-monthly basis, for services as an Employee from a Participating
Corporation, except any director's fees, living or other allowances, expenses
paid or reimbursed, bonuses and contributions by the Participating Corporation
to any retirement plan or any other benefit plan of the Participating
Corporation now in effect or later established-
j. "Subsidiary" means a corporation, fifty (50%) percent or more of
the voting stock of which is owned by the Company, directly or indirectly, whose
participation in the Plan has been approved by the Board of Directors.
Section 2.2. Whenever the singular or plural number, or masculine,
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feminine or neuter gender is used herein, it shall equally include the others.
ARTICLE III. ELIGIBILITY
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Section 3.1. Each Employee, other than those Employees described in
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Sections 3.7 or 10.3 below, shall be eligible to participate in the Plan
beginning on the January 1 or July 1 coincident with or immediately following
the date on which he completes one (1) year of continuous service with the
Participating Corporation. For purposes of computing the period during which an
Employee has been employed continuously, the period of any military leave of
absence or other federal public service creating a right to re-employment under
federal law, or any other authorized leave of absence, including sick,
maternity, or disability leaves of absence, will be included, but any other
absence from the service of a Participating Corporation will be deemed to have
interrupted the continuity of his employment.
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Section 3.2. The transfer of Employee from one Participating Corporation
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to another will not be deemed to have interrupted the continuity of his
employment so long as there has been no intervening employment by Employee,
other than with a Participating Corporation. Computation of the period during
which an Employee has been employed continuously will include the aggregate of
the periods during which he has been employed by any Participating Corporation.
Section 3.3. The continuous employment of an Employee whose employment has
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been interrupted will be computed from his latest return to the service of a
Participating Corporation following such interruption.
Section 3.4. A determination by the Committee that a person is not an
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Employee or is ineligible to participate in the Plan shall be conclusive.
Section 3.5. An eligible Employee who elects to commence participation in
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the Plan beginning on any January 1 or July 1 shall make an allotment from his
Regular Compensation in the manner provided in Section 4.1 at least thirty (30)
days prior to such beginning date.
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Section 3.6. Participation in the Plan is voluntary.
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Section 3.7. No Employee who is an officer, director or 10% or more
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shareholder in the Company or a Participating Company, shall be eligible to
participate in this Plan.
ARTICLE IV. PARTICIPANT ALLOTMENTS
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Section 4.1. Each Employee who elects to participate in the Plan shall
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make an allotment from his Regular Compensation, such allotment shall be either:
a. In whole percents of not less than 2% nor more than 10% of the
Employee's then current Regular Compensation; or
b. A fixed dollar amount of the Employee's then current Regular
Compensation, provided, however, that such allotment shall not exceed Ten
Thousand Dollars ($10,000.00) for any Participant in any calendar year.
Section 4.2. If at any time during the calendar year the allotment for any
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Participant shall reach Ten Thousand Dollars ($10,000.00), the Participant's
allotment will automatically be suspended for the remainder of that calendar
year. The allotment will automatically be reinstated on the following January 1.
Section 4.3. Allotments will be effected by payroll deductions by the
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Participating Corporation. The amount of each such deduction shall be paid
promptly to the Custodian by the Participating Corporation.
Section 4.4. The Participant's allotment, whether designated by a
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percentage or a fixed dollar amount of the Participant's Regular Compensation,
will continue in effect, notwithstanding any change in the Participant's Regular
Compensation, until the Participant changes the allotment percentage or fixed
dollar amount, subject to a maximum annual allotment of Ten Thousand Dollars
($10,000.00) for any calendar year. A Participant may change his allotment
percentage or amount twice in any single calendar year effective as of January 1
and July 1 of each year by giving the Company written notice not less than
thirty (30) days prior to the effective date of such change on a form prescribed
by the Committee. No change of a Participant's allotment may be made to take
effect retroactively.
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ARTICLE V. CONTRIBUTIONS BY PARTICIPATING CORPORATION
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Section 5.1. The Participating Corporation may, but shall not be required,
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to contribute to the Plan on a monthly basis an amount as determined from time
to time by the Company's Board of Director (the "Contribution").
Section 5.2. Any Contribution made by a Participating Corporation shall be
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paid over promptly to the Custodian by the Participating Corporation.
ARTICLE VI. INVESTMENT AND ALLOCATION
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Section 6.1. The Custodian will maintain for each Participant an account
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to record the Participant's interest resulting from allotments, Contributions,
and investments and the income earned thereon. The Custodian also will maintain
a separate unallocated cash account in the Custodian's name to record the amount
of cash held by the Custodian which at any time is not credited to the
Participants' accounts, and such other accounts as may be deemed necessary to
record accurately any transactions undertaken pursuant to the terms of the Plan.
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Section 6.2. No interest will be paid to any Participant on the funds held
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in his account.
Section 6.3. All monies paid over to the Custodian, less any amounts
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needed to provide cash in lieu of fractional shares, uninvested allotments and
Contributions paid to terminating Participants under Section 7.3, and subject to
the provisions of Section 6.6, shall be invested in whole shares of the Common
Stock of the Company (the "Common Stock") as of the first trading day for
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
National Market System ("NMS") market makers on or after the tenth (10) calendar
day of the month in which the Custodian receives the funds, but under no
circumstances more than thirty (30) days after allotment (the "Investment
Date").
Section 6.4. The Company shall, at its sole option, direct that the Common
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Stock be purchased from time to time from the Company, in the market and/or in
private transactions. The price of the shares purchased from the Company will be
the closing trade price for Common Stock on the applicable Investment Date as
reported on the NASDAQ NMS or such other system as may supersede it. No shares
will be sold by the Company under the Plan at a price less than their par value.
Section 6.5. If Company, at its option, directs the Custodian to purchase
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part or all of the shares of the Common Stock in the market or in private
transactions instead of from the Company, the price of the shares purchased
shall be the actual purchase price, exclusive of brokerage commissions and
expenses. Any remaining monies will be retained by the Custodian and added to
the funds available on the Investment Date.
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Section 6.6. If at any time the Committee determines that it is
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impracticable or inadvisable for the Custodian to invest in Common Stock all or
any part of any funds in the Custodian's custody, the Committee may, in its
discretion, direct the Custodian to hold all or any part of the funds without
interest for a period not in excess of thirty (30) days after allotment.
Section 6.7. All shares acquired by the Custodian shall be held by and
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registered in the name of the Custodian or its nominee. The Custodian shall
credit the shares purchased by it on each Investment Date among the accounts of
Participants, as whole or fractional shares (such fractional shares to be
determined to the fourth decimal place) or both, in the proportions which the
allotment by and Contribution for each Participant prior to the purchase of the
Common Stock therewith bore to the sum of the allotments by and Contributions
for all Participants.
Section 6.8. Cash dividends received by the Custodian for shares held by
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it for the accounts of the Participants shall be reinvested automatically on the
next Investment Date in additional shares of Common Stock in the same manner as
Participant allotments and Contributions are used to purchase shares, and these
additional shares shall be credited to the accounts of the Participants in the
proportions that the shares credited to the account of each Participant on the
dividend payment date bore to the sum of the shares in the accounts of all
Participants. Stock dividends and shares received as a result of stock splits on
shares held by the Custodian shall be credited to Participant's accounts in
similar fashion.
Section 6.9. The maximum aggregate number of shares which shall be
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purchased under this Plan shall not exceed One Thousand Five Hundred (1,500)
Shares.
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Section 6.10. If there is any change in the shares of Company by reason of
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stock dividends, split-ups or consolidations of shares, recapitalizations,
mergers, consolidations, reorganizations, combinations or exchange of shares,
the number and class of shares available for purchase pursuant to the Plan shall
be appropriately adjusted by the Committee, provided, however, that if the
Company shall issue additional capital stock of any class for a consideration,
no such adjustment shall be made to the number and class of shares available for
purchase pursuant to the Plan.
ARTICLE VII. TERMINATION AND WITHDRAWAL
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Section 7.1. A Participant's death, retirement, Permanent and Total
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Disability, or other termination of employment shall operate as a termination of
the Participant's right to further allotment and shall constitute a withdrawal
by the Participant from the Plan, such termination and withdrawal being
effective as of the end of the last pay period of the Participant.
Section 7.2. A Participant may voluntarily withdraw from the Plan and
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terminate his allotment by submitting a request for withdrawal on a form
prescribed by the Committee. The submission of a request for withdrawal will
operate as a termination of deductions of Participant allotments and of
Contributions, if any, effective on the next date on which the Participant is
paid following at least five (5) work days from the receipt of said request by
the Participating Corporation. A Participant who withdraws from the Plan may not
re-enter the Plan until the January 1 or July 1 immediately following six (6)
full months from the date on which his withdrawal became effective.
Section 7.3. Settlement of a Participant's account will be made within
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forty-five (45) days after the effective date of withdrawal from the Plan as
provided in Sections 7.1 and 7.2; and within forty-five (45) days after the
termination of the Plan. Upon such settlement, the Participant or his personal
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representative shall receive a certificate for the whole shares of stock which
are credited to the Participant's account and an amount in cash equal to any
uninvested allotments by and Contributions for the Participant's account. The
Participant or his personal representative shall also receive, upon such
settlement, cash in lieu of any fractional shares credited to the Participant's
account, based upon the closing trade price for the Common Stock on the first
Investment Date following the effective date of withdrawal at such prices
reported on the NASDAQ NMS or such other system as may supersede it, and such
fractional share shall be added to the shares to be credited among the accounts
of the Participants on that Investment Date as provided in Section 6.7.
ARTICLE VIII. ANNUAL STOCK WITHDRAWAL OPTION
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Section 8.1. Each year a Participant may elect, on a form to be provided
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by the Committee each January for that purpose, to withdraw all of the whole
shares accumulated in his account as of January 15 of that year.
Section 8.2. The Participant's election to exercise said withdrawal option
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must be delivered in the proper form on or before February 15 and will not
constitute a termination of his participation and/or withdrawal from the Plan.
ARTICLE IX. CUSTODY, REGISTRATION AND VOTING OF STOCK
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Section 9.1. All shares of Common Stock acquired by the Custodian will be
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held in the possession of the Custodian and registered in the name of the
Custodian, or its nominee, until delivered pursuant to the provisions of the
Plan. The Company will provide each Participant with a copy of the Company's
Notices of Annual Meetings of the Shareholders, proxy statements, annual reports
and forms relating to the voting of shares credited to each
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Participant's account. Each Participant, by use of such forms, may then direct
the Custodian to vote the shares credited to his account. In the absence of such
direction, the shares will not be voted.
ARTICLE X. ADMINISTRATION
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Section 10.1. The Board of Directors have appointed Boatmen's Trust
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Company as Custodian under the Plan. The Board of Directors may from time to
time and in its sole discretion designate a successor custodian or successor
custodians.
Section 10.2. The Custodian will perform such duties on behalf of the
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Participants as are specifically set forth in this Plan or any subsequent
modification or amendment hereto, subject to the terms and conditions also set
forth herein. Notwithstanding any other provisions contained herein, in the
event conflicting demands are made upon the Custodian arising from or relating
to the Plan, the Custodian has the absolute right at its discretion to file a
suit in interpleader and obtain an order from any court of competent
jurisdiction requiring all persons making any adverse claims to interplead and
litigate in such court their several claims and rights. In the event such suit
is brought, the Company agrees to pay the Custodian all costs, expenses and
reasonable attorney's fees which it may expend or incur in such interpleader
suit, the amount thereof to be fixed and a judgment thereof to be rendered by
the court in such suit. Upon filing such suit and tendering all contested funds
and/or shares held to the court, the Custodian will be fully released and
discharged from all further obligations to perform any and all duties or
obligations imposed upon it by the Plan with respect to such funds and/or
shares. The Custodian will not be liable for any error or judgment or for any
thing that it may in good faith do or refrain from doing in connection herewith;
nor will any liability be incurred by the Custodian in the event it acts upon
any document which it reasonably believes to be genuine and to be signed by the
proper party or parties.
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Section 10.3. The Plan shall be administered by the Committee. The
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Committee will perform on behalf of the Company such duties as are assigned to
it by the terms of the Plan. The Committee will have all powers necessary to
carry out the provisions of the Plan (except such powers as are reserved by the
Plan to the Board of Directors) whether or not such powers are specifically
enumerated herein. No member of the Committee shall be eligible to purchase
stock under the Plan.
Section 10.4. The Committee may from time to time prescribe regulations
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for the administration of the Plan consistent with its provisions.
Interpretation and construction by the Committee of any provisions of the Plan
and any other action, determination or decision whatsoever taken by the
Committee shall be final, conclusive and binding on all parties.
Section 10.5. The Custodian shall render regular quarterly reports to each
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Participant, showing for the period of each report the allotments,
Contributions, dividends, if any, and the number of shares and fractional shares
credited to each Participant's account and the purchase prices for such shares.
Section 10.6. All notices, reports and statements given, made, delivered
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or transmitted to a Participant will be deemed duly given, made, delivered, or
transmitted when mailed with postage prepaid and addressed to the Participant at
the address last appearing on the books of the Custodian. A Participant may
change his address from time to time by written notice in form acceptable to the
Committee.
Section 10.7. Written directions, notices and other communications from
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Participants to the Company (including a Participating Corporation) or the
Committee must be mailed by first
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class mail to Allied Healthcare Products, Inc., 1720 Sublette Avenue, St. Louis,
Missouri 63110, Attention: Vice President, Human Resources, or to such other
locations as may be specified by notice to the Participants. Any written
directions, notices or other communications will be deemed to have been given
when received at such location.
Section 10.8. The Custodian or the Committee need not recognize the agency
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of, or representation by, any person for or of a Participant unless it receives
to its satisfaction documentary evidence of such agency or representative
relationship and; thereafter, from time to time, as the Custodian or the
Committee may request, additional documentary evidence showing the continuance
of such agency or representation. Until such time as the Custodian or the
Committee receives documentary evidence satisfactory to it of the cessation or
modification of any agency or representation, it will be entitled to rely up the
continuance of such agency or representation and to deal with the agent or
representative as if he or it were the Participant.
Section 10.9. The Plan shall be governed by and construed in accordance
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with the laws of the State of Missouri.
Section 10.10. The records of the Custodian, the Committee and the Company
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shall be conclusive with respect to all matters involved in the administration
of the Plan.
Section 10.11. Neither the Company, the Committee, the Board of Directors,
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the Boards of Directors of the Participating Corporations, nor the Custodian
shall have any responsibility or liability, other than liabilities arising out
of any applicable Securities Acts for any interpretation or construction of the
Plan or any act or thing done or left undone, including, without limiting the
generality of the foregoing, any action taken with respect to price, time,
quantity, or other conditions and circumstances of the purchase or sale of
shares under the terms of the Plan.
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ARTICLE XI. MODIFICATION AND TERMINATION
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Section 11.1. The Committee may terminate the Plan at any time or may at
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any time or from time to time modify it in whole or in part. The Committee may
at any time or from time to time suspend operation of the plan for a period not
in excess of six (6) months.
Section 11.2. Any such termination, modification, or suspension will be
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effective as to the Company and all Participants at such date as the Committee
may determine, and all Participants shall be promptly notified thereof. Under no
circumstances shall a modification affect or diminish the account for any
Participant as of the effective date of such modification.
ARTICLE XII. EXPENSES AND TAXES
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Section 12.1. All costs and expenses incurred in administering the
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Plan, including the expenses of the Committee, the fees and expenses of the
Custodian, the fees of counsel, and other administrative expenses, shall be paid
by the Company. No part of such cost shall be charged against any Participant's
accounts.
Section 12.2. The Participating Corporation shall withhold from each
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Participant's gross salary such amount as is necessary for purposes of state and
federal income and other taxes due from a Participant as a result of
Contributions to his account by the Participating Corporation.
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ARTICLE XIII. NON-ASSIGNABILITY
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Section 13.1. No right or interest of any Participant in this Plan shall
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be assignable or transferrable in whole or in part including, but without
limitation, by way of execution, levy, garnishment, attachment, pledge, or in
any other manner except by way of devolution by death or the Participant's
mental incompetency. Each Participant's account shall be registered in his name
alone.
ARTICLE XIV. EMPLOYMENT NON-CONTRACTUAL
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Section 14.1. The Company may terminate the employment of any Participant
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as fully and with the same effect as if this Plan were not in operation.
ARTICLE XV. EFFECTIVE DATE
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Section 15.1. The Plan shall be effective as of September 1, 1992;
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however, effectiveness of the Plan may be withheld with respect to Employees
residing in any state or states if, in the Judgment of the Committee, compliance
with the laws of such state or states would involve disproportionate
inconvenience and expense to the Company.
Section 15.2. The Company may deny or impose conditions on the
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participation in the Plan by any class or classes of Employees to the extent it
deems it advisable in order the facilitate compliance with applicable laws and
regulations.
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