FIRST AMENDMENT TO
INFORMATION MANAGEMENT RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
The Information Management Resources, Inc. Employee Stock Purchase Plan is
amended, effective as of April 1, 1997, by deleting in its entirety Section 4(b)
thereof and substituting therefor the following new Section 4(b):
"SECTION 4.
SECURITIES SUBJECT TO THE PLAN AND PURCHASE PERIODS
. . .
(b) Purchase Period means each three-month calendar period, beginning on
February 1, May 1, August 1 and November 1.
For purposes of implementing this amendment, with respect to Shares
purchased on March 31, 1997 pursuant to the provisions of the Plan prior to the
amendment, no sales of such Shares shall be permitted until July 1, 1997.
For the transition month of April 1 - 30, 1997, notwithstanding the
provisions of Section 6(e) of the Plan, no changes in payroll deduction amounts
will be permitted for Participants with deductions in effect for the period
January 1 - March 31, 1997; the amounts in effect for the period January 1 -
March 31, 1997 will remain in effect for those Participants during April of
1997.
In addition, for eligible employees who become Participants at the
beginning of the transition month of April 1997, the payroll deduction amounts
which they elect for the period April 1 - 30 shall remain in effect through the
end of the full three-month Purchase Period of May 1 - July 31. Similarly,
withdrawals submitted during the month of April 1997 shall be deemed effective
as of the last day of the Purchase Period ending July 31, 1997. Hence, anyone
who withdraws during the month of April 1997 shall not be eligible to rejoin the
Plan until the Purchase Period commencing on November 1, 1997.
The provisions of Section 9(c) regarding Participants who cease to be
employees during April 1997 shall not be affected by the amendment or the
transition rules set forth herein.
The Committee (and, to the extent authority is delegated, the Plan
Administrator) shall have the right to announce further transition rules in
order to provide for ease of administration of the Plan during the transition
caused by this amendment.
ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY
ON MARCH 19, 1997, TO BE EFFECTIVE APRIL 1, 1997.
__________________________________
CORPORATE SECRETARY
INFORMATION MANAGEMENT RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1.
PURPOSE
The purpose of the Information Management Resources, Inc. Employee Stock
Purchase Plan (the "Plan") is to promote the interests of the Company by
providing the opportunity to purchase Shares to Employees in order to attract
and retain Employees by providing an incentive to work to increase the value of
Shares and a stake in the future of the Company which corresponds to the stake
of each of the Company's shareholders. The Plan is intended to be an "employee
stock purchase plan" as defined in Section 423 of the Internal Revenue Code of
1986, as amended ("Code"). The provisions of the Plan shall, accordingly, be
construed so as to comply with the requirements of Section 423 of the Code
whenever possible.
SECTION 2.
DEFINITIONS
2.1 "BASE PAY" means regular straight-time and overtime earnings received
from the Company, excluding payments for incentive compensation, bonuses and
other special payments.
2.2 "BOARD" means the Board of Directors of Information Management
Resources, Inc.
2.3 "COMMITTEE" means the Compensation Committee of the Board.
2.4 "COMPANY" means Information Management Resources, Inc., a Florida
corporation, and any successor to such organization.
2.5 "CUSTODIAN" means American Stock Transfer and Trust Company, whose
address is 40 Wall Street, New York, New York 10005, or such other person as the
Committee shall designate from time to time.
2.6 "EFFECTIVE DATE" means the date set by the Board for the Plan to
become effective, which date shall be October 1, 1996. The Effective Date shall
be subject to the terms of Section 7(e) and to shareholder approval pursuant to
Section 17.
2.7 "EXERCISE DATE" means the last day of a Purchase Period (as such term
is defined in Section 4(b) hereof), on which date all Participants' outstanding
Purchase Rights will automatically be exercised.
2.8 "FAIR MARKET VALUE" of each Share on any date means the price
determined below on the last business day immediately preceding the date of
valuation:
(a) The closing sales price per Share, regular way, or in the absence
thereof the mean of the last reported bid and asked quotations, on such date on
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the exchange having the greatest volume of trading in the Shares during the
thirty-day period preceding such date (or if such exchange was not open for
trading on such date, the next preceding date on which it was open); or
(b) If there is no price as specified in (a), the final reported sales
price per Share, or if not reported, the mean of the closing high bid and low
asked prices in the over-the-counter market for the Shares as reported by the
National Quotation Bureau Incorporated, or if such organization is not in
existence, by an organization providing similar services, on such date (or if
such date is not a date for which such system or organization generally provides
reports, then on the next preceding date for which it does so); or
(c) If there also is no price as specified in (b), the price per Share
determined by the Board by reference to bid-and-asked quotations for the Shares
provided by members of an association of brokers and dealers registered pursuant
to Subsection 15(b) of the Exchange Act, which members make a market in the
Shares, for such recent dates as the Board shall determine to be appropriate for
fairly determining current market value; or
(d) If there also is no price as specified in (c), an amount per Share
determined in good faith by the Board based on such relevant facts, which may
include opinions of independent experts, as may be available to the Board.
2.9 "PARTICIPANT" means an employee of the Company or of a parent or
subsidiary of the Company who has enrolled in the Plan by completing a
Participation Form (as such term is defined in Section 5 hereof) with the Plan
Administrator. The terms parent and subsidiary have the meanings set forth in
Code Sections 424(e) and (f), respectively.
2.10 "PLAN ADMINISTRATOR" means the Vice President-General Counsel of the
Company, or any such other person so designated by the Board.
2.11 "PURCHASE PERIOD" means a calendar quarter period as defined in
Section 4(b) hereof.
2.12 "PURCHASE RIGHT" means a Participant's option to purchase shares of
Common Stock that is deemed to be granted to a Participant during a Purchase
Period pursuant to Section 7.
2.13 "SECTION 16(B) INSIDER" means those persons subject to the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as
amended.
2.14 "SHARES" means the common stock, par value $.10 per share, of
Information Management Resources, Inc., and any other stock or securities
(including any other share or securities of an entity other than Information
Management Resources, Inc.) for or into which the outstanding shares of such
common stock are hereinafter exchanged or changed.
2.15 "TRADING DAY" refers to a day during which the Nasdaq National Market
is available for trading the Shares.
SECTION 3.
ELIGIBILITY
(a) Participation in the Plan is voluntary. All full-time employees of the
Company, including officers and directors who are full-time employees but who
are not members of the Committee, who have completed at least six (6) months of
continuous service with the Company are eligible to participate in the Plan.
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The employee's entry date in the Plan shall be the first day of the Purchase
Period immediately following the date the employee has satisfied the eligibility
provisions. Full-time employees mean those employees who work at least twenty
(20) hours per week and for more than five (5) months in any calendar year.
(b) Notwithstanding any provision of the Plan to the contrary, no employee
may participate in the Plan if prior to the grant of Purchase Rights or if
following a grant of Purchase Rights under the Plan, the employee would own,
directly or by attribution, stock, Purchase Rights or other stock options to
purchase stock representing five percent (5%) or more of the total combined
voting power or value of all classes of the stock of the Company, or any parent
or subsidiary (as defined in Code Sections 424(e) and (f), respectively) as
referenced in Code Section 423(b)(3).
SECTION 4.
SECURITIES SUBJECT TO THE PLAN AND PURCHASE PERIODS
(a) The maximum number of Shares which may be granted and purchased under
the Plan may not exceed Two Hundred Thousand (200,000) Shares (subject to
adjustment as provided in Section 15), which may be authorized but unissued
shares, re-acquired shares or shares bought on the open market. If any Purchase
Right granted shall expire or terminate for any reason without having been
exercised in full, the unpurchased Shares shall again become available for
purposes of the Plan, unless the Plan has been terminated.
(b) Purchase Period means each three month calendar quarter period,
beginning on January 1, April 1, July 1, and October 1, with the first such
Purchase Period (the "Initial Purchase Period") beginning concurrently with the
Effective Date of the Plan.
SECTION 5.
PARTICIPATION
Eligible employees become Participants in the Plan by authorizing payroll
deductions or other contributions to the Plan through the execution of a
"Participation Form" filed with the Plan Administrator no later than fifteen
(15) days prior to the start date of a Purchase Period.
SECTION 6.
PAYROLL DEDUCTIONS/CONTRIBUTIONS
(a) In order to purchase Shares each Participant must elect and indicate on
the Participation Form the amount he/she wishes to authorize the Company to
deduct at regular payroll intervals during the Purchase Period, expressed either
as (1) an integral percentage amount of such Participant's Base Pay for the
applicable payroll period, with a minimum deduction of $10.00 per payday and a
maximum percentage to be set by the Committee, or (2) a dollar amount to be
deducted pro rata at regular payroll intervals during the Purchase Period, with
a minimum deduction of $10.00 per payday and a maximum dollar amount per payday
to be set by the Committee. The Committee shall determine from time to time
whether method (1) or (2), or both, shall be utilized. The Participation Form
will include authorization for the Company to make payroll deductions from the
Participant's Base Pay. In addition to the foregoing, with respect to the
Initial Purchase Period, each Participant may indicate on the Participation Form
an amount he/she wishes to contribute to his/her account for the exercise of
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his/her Purchase Rights with respect to such Initial Purchase Period, subject to
the limitation of Section 6(b). The Participant shall forward with the
Participation Form a cash payment equal to such amount.
(b) Purchase Rights granted to a Participant under the Plan for any
calendar year may not represent Shares with a value in excess of Twenty Five
Thousand Dollars ($25,000.00). The Twenty Five Thousand Dollar ($25,000.00)
limit is determined based upon the Fair Market Value of the Shares subject to a
Purchase Right as of the first day (or the grant date, if different) of the
Purchase Period during which such Purchase Rights are granted. Participants will
be notified if this limitation becomes applicable to them.
(c) The amounts deducted from the Participant's Base Pay or otherwise
contributed by the Participant shall be credited to a bookkeeping account
established in the Participant's name under the Plan, but no actual separate
account will be established by the Company to hold such amounts. There shall be
no interest paid on the balance credited to a Participant's account. Amounts
deducted from the Participant's Base Pay or otherwise contributed may be
commingled with the general assets of the Company and may be used for its
general corporate purposes prior to the purchase of Shares during a Purchase
Period.
(d) Payroll deductions shall begin on the first payday of each Purchase
Period, and shall end on the last payday of each Purchase Period. Eligible
employees may participate in the Plan and, except with respect to the Initial
Purchase Period, may purchase Shares only through payroll deductions.
Notwithstanding the above, a Participant on an approved leave of absence may
continue participating in the Plan by making cash payments to the Company within
a normal pay period equal to the amount of the normal payroll deduction had the
leave of absence not occurred. The right of a Participant on an approved leave
of absence to continue participating in the Plan shall terminate upon the
expiration of twelve (12) weeks of leave, unless the Participant's right to re-
employment by the Company after a longer leave is guaranteed by statute or
contract, in which case termination of the right to participate will occur upon
the expiration of such extended period.
(e) So long as a Participant remains an employee of the Company, payroll
deductions will continue in effect from Purchase Period to Purchase Period,
unless at least fifteen (15) calendar days prior to the first day of the next
succeeding Purchase Period the Participant:
(i) elects a different rate by filing a new Participation Form
with the Plan Administrator; or
(ii) withdraws from the Plan in accordance with Section 9 hereof.
SECTION 7.
GRANT OF PURCHASE RIGHT
(a) Subject to Section 7(d) and Section 7(e) hereof, and the effective date
provisions of Section 17, at 5:01 p.m. Eastern Standard Time, on the last day of
each Purchase Period (the Exercise Date), each Participant who has not withdrawn
from the Plan pursuant to Section 9 shall be deemed to have been granted a
Purchase Right as of the first day of the Purchase Period to purchase as many
whole Shares as can be purchased with the balance credited to such Participant's
account as of the Exercise Date. The balance remaining in each Participant's
account, if any, will be held for the purchase of Shares in the next succeeding
Purchase Period or otherwise applied in accordance with the terms hereof.
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(b) The price at which each Purchase Right to purchase Shares shall be
exercised is the lower of:
(i) 85% of the Fair Market Value of the Shares on the first day of a
Purchase Period; provided, however, that if during any Purchase Period a
registration statement is declared effective by the Securities and Exchange
Commission with respect to an initial public offering of the Shares, the price
shall be 85% of the price to the public in such offering; or
(ii) 85% of the Fair Market Value of the Shares on the last
Trading Day of such Purchase Period.
(c) The Committee has the power, exercisable at any time prior to the start
of a Purchase Period, to set a maximum dollar value Purchase Right for that
Purchase Period, subject to the limitations in Section 6(b). The maximum dollar
value will continue in effect from Purchase Period to Purchase Period until the
Committee once again exercises its power to adjust the limitation.
(d) Notwithstanding anything to the contrary contained herein, each
Participant who has not withdrawn from the Plan pursuant to Section 9 during the
Initial Purchase Period, shall be deemed to have been granted a Purchase Right
with respect to the Initial Purchase Period as of the first day of the trading
of the Shares on the Nasdaq National Market.
(e) Notwithstanding anything to the contrary contained herein, no
Participant shall be entitled to exercise any Purchase Right unless and until a
registration statement has been filed and declared effective by the Securities
and Exchange Commission with respect to an initial public offering of the
Shares.
SECTION 8.
EXERCISE OF PURCHASE RIGHT
(a) Subject to Section 7(e) and the effective date provisions of Section
17, each outstanding Purchase Right shall be deemed automatically exercised as
of 5:01 p.m. of the Exercise Date (the last day of the Purchase Period). The
exercise of the Purchase Right is accomplished by applying the balance credited
to each Participant's account as of the Exercise Date to the purchase on the
Exercise Date as many whole Shares as can be purchased at the purchase price in
effect for the Purchase Period. The balance remaining in each Participant's
account, if any, will be held for the purchase of Shares in the next succeeding
Purchase Period or otherwise applied in accordance with the terms hereof.
(b) If a Participant purchases the maximum share amount determined in
accordance with the terms of Section 7(c), any amount not applied to the
purchase of Shares for that Purchase Period will be held for the purchase of
Shares in the next Purchase Period.
(c) If the number of Shares for which Purchase Rights are exercised exceeds
the number of Shares available in any Purchase Period under the Plan, the Shares
available for exercise will be allocated by the Plan Administrator pro rata
among the Participants in such Purchase Period in proportion to the relative
amounts credited to their accounts. Any amounts not thereby applied to the
purchase of Shares under the Plan will be refunded to the Participants after the
end of the Purchase Period.
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SECTION 9.
WITHDRAWAL AND TERMINATION OF PURCHASE RIGHTS
(a) A Participant may withdraw from the Plan during a Purchase Period by
providing written notice to the Plan Administrator on or before 5:00 p.m. of the
last business day of such Purchase Period. Such withdrawal will become
effective upon receipt by the Plan Administrator of such notice, payroll
deductions will cease as soon as is administratively feasible from the date of
such notice, and no additional payroll deductions will be made on behalf of such
Participant during the Purchase Period. Such notice shall be on a form (the
"Withdrawal Form") provided by the Plan Administrator for that purpose. The
Withdrawal Form will permit a Participant to elect to receive all accumulated
payroll deductions and any other contributions made by the Participant as a
refund without penalty or to exercise such Participant's outstanding Purchase
Rights to purchase Shares on the following Exercise Date in the amount of all
payroll deductions withheld during the Purchase Period or other contributions
made to the Participant's account prior to the Participant's withdrawal.
(b) Any Participant who withdraws from the Plan pursuant to Section 9(a)
will not be eligible to rejoin the Plan until the second (2nd) Purchase Period
following the Purchase Period of withdrawal. A Participant wishing to resume
participation may re-enroll in the Plan by completing and filing a new
Participation Form for a subsequent Purchase Period by following the applicable
enrollment procedures.
(c) If a Participant ceases to be an employee of the Company or a parent or
subsidiary of the Company for any reason during a Purchase Period, his or her
outstanding Purchase Right will immediately terminate, and all sums previously
collected from such Participant during such Purchase Period under the terminated
Purchase Right will be refunded to the Participant.
SECTION 10.
RIGHTS AS SHAREHOLDER
(a) A Participant is not a shareholder with respect to Shares to be
purchased during a Purchase Period until the Purchase Right is exercised on the
Exercise Date. Thus, a Participant will not have a right to any dividend or
distribution made prior to the Exercise Date on Shares purchased during the
Purchase Period.
(b) Upon a written request made to the Custodian, the Participant will be
entitled to receive, as soon as practicable after the Exercise Date, a stock
certificate for the number of purchased Shares. The Custodian may impose upon,
or pass through to, the Participant a reasonable fee for the transfer of Shares
in the form of stock certificates from the Custodian to the Participant. It is
the responsibility of each Participant to keep his or her address current with
the Company through the Plan Administrator and with the Custodian.
SECTION 11.
SALE OF SHARES ACQUIRED UNDER THE PLAN
(a) Participants may sell the Shares they acquire under the Plan only in
compliance with the restrictions set forth below.
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(i) Section 16(b) Insiders may be subject to certain restrictions in
connection with their transactions under the Plan and with respect to the sale
of Shares obtained under the Plan, including, but not limited to, the Company's
Insider Trading Policy, as the same may exist from time to time.
(ii) Shares obtained under the Plan by a Participant must comply with
the Company's Insider Trading Policy, as the same may exist from time to time.
(iii) No Participant purchasing Shares under the Plan shall be
entitled to sell such Shares until the latest to occur of (A) the date which is
one hundred eighty (180) days after the Effective Date; or (B) the first day of
the second (2nd) Purchase Period immediately following the Purchase Period in
which the Shares were obtained. For purposes of this restriction, the Company
may, at its option, include the following legend on any certificates
representing the Shares so purchased:
"The shares represented by this Certificate are subject to certain
restrictions on sale and disposition contained in the Information
Management Resources, Inc. Employee Stock Purchase Plan, a copy of which is
on file with the Corporation."
(b) In order to insure compliance with the restrictions and requirements
herein, the Company may issue appropriate "stop transfer" instructions to its
transfer agent, if any, and, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records. By executing
the Participation Form, each Participant acknowledges and agrees to the
Company's rights described in this Section 11(b).
(c) A Participant shall immediately inform the Plan Administrator in
writing if the Participant transfers any Shares purchased through the Plan
within two (2) years from the date of grant of the related Purchase Right. Such
transfer shall include disposition by sale, gift or other manner. The
Participant may be requested to disclose the manner of the transfer, the date of
the transfer, the number of Shares involved and the transfer price. By executing
the Participation Form, each Participant obligates himself or herself to provide
such information to the Plan Administrator.
(d) The Company is authorized to withhold from any payment to be made to a
Participant, including any payroll and other payments not related to the Plan,
amounts of withholding and other taxes due in connection with any transaction
under the Plan, and a Participant's enrollment in the Plan will be deemed to
constitute his or her consent to such withholding.
SECTION 12.
PLAN ADMINISTRATION
(a) The Plan shall be administered by the Committee. No member of the Board
will be eligible to participate in the Plan during his or her period of
Committee service.
(b) The Committee shall have the plenary power, subject to and within the
limited of the express provisions of the Plan:
(i) to determine the commencement and termination date of the
offering of Shares under the Plan; and
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(ii) to interpret the terms of the Plan, establish and revoke rules
for the administration of the Plan and correct or reconcile any defect or
inconsistency in the Plan.
(c) The Committee may delegate all or part of its authority to administer
the Plan to the Plan Administrator, who may in turn delegate the day-to-day
operations of the Plan to the Custodian. The Custodian will establish and
maintain, as agent for the Participants, accounts for the purpose of holding the
Shares and/or cash contributions as may be necessary or desirable for the
administration of the Plan.
(d) The Board may waive or modify any requirement that a notice or election
be made or filed under the Plan a specified period in advance in an individual
case or by adoption of a rule or regulation under the Plan, without the
necessity of an amendment to the Plan.
SECTION 13.
TRANSFERABILITY
(a) Any account maintained by the Custodian for the benefit of a
Participant with respect to Shares acquired pursuant to the Plan may only be in
the name of the Participant; provided, however, that the Participant may elect
to maintain such account with right of joint ownership with such Participant's
spouse. Such election may only be made on a form (the "Joint Account Form")
provided by the Company.
(b) Neither payroll deductions or other contributions credited to a
Participant's account nor any Purchase Rights or other rights to acquire Shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of by
Participants other than by will or the laws of descent and distribution and,
during the lifetime of a Participant, Purchase Rights may be exercised only by
the Participant.
SECTION 14.
MERGER OR LIQUIDATION OF THE COMPANY
In the event the Company merges with another corporation and the Company is
not the surviving entity, or in the event all or substantially all of the stock
or assets of the Company is acquired by another company, or in the event of
certain other similar transactions, the Committee may, in its sole discretion
and in connection with such transaction, cancel each outstanding Purchase Right
and refund all sums previously collected from Participants under the canceled
outstanding Purchase Rights, or, in its discretion, cause each Participant with
outstanding Purchase Rights to have his or her outstanding Purchase Right
exercised immediately prior to such transaction and thereby have the balance of
his or her account applied to the purchase of whole and fractional Shares
(subject to the maximum dollar limitation, if any, of Section 7(c)) at the
purchase price in effect for the Purchase Period, which would be treated as
ending with the effective date of such transaction. The balance of the account
not so applied will be refunded to the Participant. In the event of a merger in
which the Company is the surviving entity, each Participant is entitled to
receive, for each Share as to which such Participant's outstanding Purchase
Rights are exercised, as nearly as reasonably may be determined by the
Committee, in its sole discretion, the securities or property that a holder of
one Share was entitled to receive upon the merger.
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SECTION 15.
ADJUSTMENT FOR CHANGES IN CAPITALIZATION
To prevent dilution or enlargement of the rights of Participants under the
Plan, appropriate adjustments may be made in the event any change is made to the
Company's outstanding common stock by reason of any stock dividend, stock split,
combination of shares, exchange of shares or other change in the Shares effected
without the Company's receipt of consideration. Adjustments may be made to the
maximum number and class of securities issuable under the Plan, the maximum
number and class of securities purchasable per outstanding Purchase Right and
the number and class of securities and price per share in effect under each
outstanding Purchase Right. Any such adjustments may be made retroactively
effective to the beginning of the Purchase Period in which the change in
capitalization occurs, and any such adjustment will be made by the Committee in
its sole discretion.
SECTION 16.
AMENDMENT AND TERMINATION
The Committee may terminate or amend the Plan at any time, subject to the
following restrictions. First, the provisions of Sections 4, 5, 6, 7 and 8
which govern the formula for the automatic grant of Purchase Rights under the
Plan may not be amended more than once in any six (6) month period. Second, any
termination or amendment made to the Plan may not affect or change Purchase
Rights previously granted under the Plan without the consent of the affected
Participant, and any amendment that materially increases the benefits or number
of Shares under the Plan (except for certain allowable adjustments in the event
of changes to the Company's capital structure or for changes authorized by the
Plan to be made by the Committee or the Plan Administrator) or materially
modifies the eligibility requirements of the Plan shall be subject to
shareholder approval. If not sooner terminated by the Committee, the Plan shall
terminate at the time Purchase Rights have been exercised with respect to all
Shares reserved for grant under the Plan.
SECTION 17.
SHAREHOLDER APPROVAL AND EFFECTIVE DATE
The Plan is subject to the approval of shareholders of the Company holding
a majority of the shares of the Common Stock.
The Plan shall be deemed to have been adopted as of the Effective Date upon
the date of its approval by the shareholders of the Company. Until the Plan is
approved by the shareholders, no Purchase Rights shall be deemed granted or
exercised under Sections 7 and 8. Upon approval of the Plan by the Company's
shareholders, Purchase Rights shall be deemed granted and exercised as of the
appropriate dates in the Plan as of the Effective Date, and Shares purchased
shall be deemed purchased as of the applicable Exercise Date. In the event the
Plan is not approved by the shareholders on or before December 31, 1996, the
Plan shall be deemed not to have been adopted, and all payroll deduction amounts
withheld on behalf of Participants pursuant to Section 6 shall be refunded to
such Participants.
SECTION 18.
NO EMPLOYMENT RIGHTS
Participation in the Plan will not impose any obligations upon the Company
to continue the employment of the Participant for any specific period and will
not affect the right of the Company to terminate such person's employment at any
time, with or without cause.
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SECTION 19.
COSTS
Except as set forth in Section 10(b), costs and expenses incurred in the
administration of the Plan and the maintenance of accounts with the Custodian
may be shared by the Participant and the Company, to the extent provided in this
Section 19. Any brokerage fees and commissions for the purchase of Shares under
the Plan (including Shares purchased upon reinvestment of dividends and
distributions) will be shared equally by the Participant and the Company, but
any brokerage fees and commissions for the sale of Shares under the Plan by a
Participant will be borne by such Participant.
SECTION 20.
REPORTS
After the close of each Purchase Period, each Participant in the Plan will
receive a report from the Custodian indicating the amount of the Participant's
contributions to the Plan during the Purchase Period, the amount of the
contributions applied to the purchase of Shares for the Purchase Period, the
purchase price per share in effect for the Purchase Period and the amount of the
contributions (if any) carried over to the next Purchase Period.
SECTION 21.
GOVERNING LAW
The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan will be determined in accordance with laws of
the State of Florida, without giving effect to principles of conflicts of laws,
and applicable Federal law.
SECTION 22.
COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS
The Plan, the granting and exercising of Purchase Rights hereunder, and the
other obligations of the Company, the Plan Administrator and the Custodian under
the Plan will be subject to all applicable federal and state laws, rules, and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. The Company may, in its discretion, postpone the issuance or
delivery of Shares upon exercise of Purchase Rights until completion of such
registration or qualification of such Shares or other required action under any
federal or state law, rule, or regulation, listing or other require action with
respect to any automated quotation system or stock exchange upon which the
Shares or other Company securities are designated or listed, or compliance with
any other contractual obligation of the Company, as the Company may consider
appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws, rules, and
regulations, designation or listing requirements, or other contractual
obligations.
SECTION 23.
EFFECT OF PLAN
The provisions of the Plan shall, in accordance with its terms, be binding
upon and inure to the benefit of, all successors of each employee participating
in the Plan, including, without limitation, such employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such employee.
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