Exhibit 4.3
PENTON MEDIA, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE.
This Employee Stock Purchase Plan (the "Plan") is intended to advance
the interests of Penton Media, Inc. (the "Company") and its stockholders by
allowing employees of the Company and those subsidiaries of the Company that
participate in the Plan the opportunity to purchase shares of the Company's
common stock, par value $.01 per share ("Common Stock"). It is intended that
the Plan will constitute an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
majority of the Committee shall constitute a quorum, and the action of (a) a
majority of the members of the Committee present at any meeting at which a
quorum is present or (b) all members acting unanimously by written consent,
shall be the acts of the Committee.
The interpretation and construction by the Committee of any provision
of the Plan or of any subscription to purchase shares of Common Stock under it
shall be final. The Committee may establish any policies or procedures which in
the discretion of the Committee are relevant to the operation and administration
of the Plan and may adopt rules for the administration of the Plan. The
Committee will, from time to time, designate the subsidiaries (as defined below)
of the Company whose employees will be eligible to participate in the Plan. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any subscription to purchase shares under
it. For purposes of this Plan, the term "subsidiary" means any corporation in
which the Company directly or indirectly owns or controls more than 50 percent
of the total combined voting power of all classes of stock issued by the
corporation.
SECTION 3. ELIGIBILITY.
(a) Each person who is an employee of the Company or of a
participating subsidiary of the Company on November 18, 1999 (i) whose customary
employment is a minimum of 20 hours per week and (ii) whose customary employment
is a minimum of 5 months per year may subscribe to purchase shares of Common
Stock under the terms of the Plan.
(b) Each person who becomes an employee of the Company or of a
participating subsidiary of the Company on or after November 19, 1999 (i) whose
customary employment is a minimum of 20 hours per week, and (ii) whose customary
employment is a minimum of 5 months per year, and (iii) who has at least one
year of service with the Company or with a participating subsidiary of the
Company (each of the persons described in Sections 3(a) and 3(b) is hereinafter
referred to as an "Eligible Employee") may subscribe to purchase shares of
Common Stock under the terms of the Plan.
(c) Notwithstanding the provisions of this Section 3, no Participant
(as defined below) may subscribe to purchase shares on the immediately following
Purchase Date (as defined below) if, immediately after the immediately preceding
Subscription Date (as defined below), such Participant would own stock
possessing 5 percent or more of the total combined voting power or value of all
classes of stock
of the Company or of any subsidiary of the Company. For purposes of this
paragraph, stock ownership of an individual shall be determined under the rules
of Section 424(d) of the Code.
For purposes of the Plan:
(i) The term "Subscription Date" means the first business day of
each fiscal quarter of the Company during which the Plan is effective. The first
Subscription Date under the Plan will be January 1, 2000.
(ii) The term "Participant" means an Eligible Employee who has a
Subscription and Authorization Form (as defined below) in effect.
(iii) The term "Purchase Date" means the last business day of the
fiscal quarter in which the related Subscription Date occurs.
SECTION 4. PARTICIPATION.
(a) An Eligible Employee shall evidence his or her agreement to
subscribe for shares by completing a written agreement (the "Subscription and
Authorization Form") provided by the Committee and filing it as directed by the
Committee. Subject to the provisions of Section 6(b), a Subscription and
Authorization Form shall take effect on the first Subscription Date which is
within a reasonable time after it has been filed with the Committee, but in no
event later than the first Subscription Date which is at least thirty (30) days
after the date on which the Eligible Employee files the Subscription and
Authorization Form.
(b) In the Subscription and Authorization Form, an Eligible
Employee shall designate any whole percentage to be withheld from such Eligible
Employee's compensation (as defined below) for each payment remitted by the
Company to the Eligible Employee and used to purchase shares of Common Stock on
the next Purchase Date, subject to the provisions of Section 6(d) and the
following limitations: (i) the whole percentage designated by such Eligible
Employee shall not be less than 1 percent of his or her compensation and shall
not exceed 10 percent of his or her compensation; (ii) the maximum number of
shares of Common Stock which can be purchased by any one Participant on any
Purchase Date shall not exceed 600 shares of Common Stock; and (iii) the
Committee may establish from time to time minimum payroll deductions. For
purposes of this Plan, the term "compensation" means base salary and annual
bonus (prior to any reductions in either).
SECTION 5. COMMON STOCK.
The stock purchased under the Plan shall be Treasury shares. In the
event that the number of shares subject to options to be granted pursuant to any
offering under the Plan exceeds the number of Treasury shares, the shares
available to be purchased shall be allocated on a pro rata basis among the
options to be granted. Subject to the provisions of Section 6(g), the aggregate
number of shares of Common Stock which may be purchased under the Plan shall not
exceed 750,000 shares of Common Stock. In the event that the dollar amount of
shares of Common Stock subscribed for in any quarter exceeds the number of
shares of Common Stock available to be purchased under the Plan, the shares of
Common Stock available to be purchased shall be allocated on a pro rata basis
among the subscriptions.
SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS.
Subscriptions shall be evidenced by a Subscription and Authorization
Form in such form as the Committee shall from time to time approve, provided
that all Participants subscribing to purchase shares shall have the same rights
and privileges (except as otherwise provided in Section 4(b)), and
provided further that such subscriptions shall comply with and be subject to the
following terms and conditions:
(a) Purchase Price. The purchase price shall be the lower of (i) 85
percent of the fair market value of Common Stock on the Subscription Date or
(ii) 85 percent of the fair market value of Common Stock on the Purchase Date.
During such time as Common Stock is traded on the New York Stock Exchange, the
fair market value per share shall be the closing price of Common Stock (as
reported in the record of Composite Transactions for New York Stock Exchange
listed securities and printed in The Wall Street Journal) on such Purchase Date
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(or on the next regular business date on which shares of Common Stock shall be
traded in the event that no shares of Common Stock shall have been traded on the
Purchase Date). Subject to the foregoing, the Committee shall have full
authority and discretion in fixing the purchase price.
(b) Medium and Time of Payment. The purchase price shall be payable
in full in United States dollars, pursuant to uniform policies and procedures
established by the Committee. The funds required for such payment will be
derived by withholding from a Participant's compensation. A Participant shall
have the right at any time to terminate the withholding from his or her
compensation of amounts to be paid toward the purchase price. A Participant
shall have the right, one time in each quarter, to change the amount so
withheld, by submitting a written request at least 10 business days before any
Purchase Date. A Participant shall have the right to cancel his or her
subscription in whole or in part and to obtain a refund of amounts withheld from
his or her compensation by submitting a written request at least 10 business
days before any Purchase Date. Such amounts shall thereafter be paid to the
Participant within a reasonable period of time. Shares of Common Stock
purchased hereunder for a Participant shall be held in escrow pending transfer
to the Participant. Subject to Section 6(j), shares of Common Stock shall be
transferred to the Participant as soon as reasonably practicable after the
request of the Participant or upon the Participant's termination of employment
with the Company and its affiliates. Any dividends paid on such shares of
Common Stock held in escrow on behalf of a Participant shall be reinvested in
additional shares of Common Stock on behalf of such Participant.
(c) No Interest on Employee Funds. No interest shall accrue on any
amounts withheld from a Participant's compensation.
(d) Accrual Limitation. No subscription shall permit the rights of a
Participant to purchase stock under all "employee stock purchase plans" (as
defined in the Code) of the Company to accrue, under the rules set forth in
Section 423(b)(8) of the Code, at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time of subscription) for each calendar
year.
(e) Termination of Employment. If a Participant ceases to be an
Eligible Employee before any applicable Purchase Date for any reason, the total
unused payments credited to his or her account on the date of termination will
be refunded to the Participant (or his or her estate) within a reasonable time
without interest.
(f) Transferability. Neither payments credited to a Participant's
account nor any rights to subscribe to purchase shares of Common Stock under the
Plan may be transferred by a Participant except by the laws of descent and
distribution. Any such attempted transfer will be without effect.
(g) Adjustments. The Committee may make or provide for such
adjustments in the purchase price and in the number or kind of shares of Common
Stock or other securities covered by outstanding subscriptions, or specified in
the second sentence of Section 5 of the Plan, as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants that would
otherwise result from (i) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company; (ii) any merger, consolidation, spin-off, split-off, spin-out, split-
up, separation, reorganization, partial or complete liquidation, or other
distribution of assets, issuance of rights or warrants to purchase stock; or
(iii) any other corporate transaction or event having an effect similar to any
of the foregoing. Moreover, in the
event of any such transaction or event, the Committee, in its discretion, may
provide in substitution for any or all outstanding subscriptions under this Plan
such alternative consideration as it, in good faith, may determine to be
equitable in the circumstances.
(h) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any Common Stock covered by his or her subscription
until the Purchase Date following payment in full. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date of such purchase, except as provided in Section 6(g) of the Plan.
(i) Fractional Shares. Fractional shares may be purchased under the
Plan and credited to an account for the Participant. The Company, however,
shall have the right to pay cash in lieu of any fractional shares of Common
Stock to be distributed from a Participant's account under the Plan.
(j) Holding Period. The Committee may determine, in its discretion,
that shares of Common Stock acquired under the Plan shall not be transferable by
the Participant, other than by reason of death or such other reasons as the
Committee may specify, for a period not to exceed six (6) months following the
Purchase Date. If the Committee does so determine, shares of Common Stock so
acquired shall be held in escrow by the Company until such transfer restrictions
lapse.
(k) Other Provisions. The Subscription and Authorization Form
authorized under the Plan shall contain such other provisions as the Committee
may deem advisable, provided that no such provisions may in any way be in
conflict with the terms of the Plan.
SECTION 7. TERM OF PLAN.
Eligible Employees may subscribe for shares under the Plan within a
period of ten years from the date the Plan is adopted by the Board; provided,
however, that the Committee may terminate or suspend the Plan if at any time
there are less than 5 percent of the Eligible Employees participating in the
Plan.
SECTION 8. AMENDMENT OF THE PLAN.
The Plan may be amended from time to time by the Committee, but
without further approval of the stockholders, no such amendment shall (a)
increase the aggregate number of shares of Common Stock that may be issued and
sold under the Plan (except that adjustments authorized by Section 6(g) of the
Plan shall not be limited by this provision) or (b) materially modify the
requirements as to eligibility for participation in the Plan.
SECTION 9. APPROVAL OF STOCKHOLDERS/EFFECTIVE DATE.
The Plan shall take effect upon adoption by the Board; provided,
however, that any subscriptions and purchases under the Plan shall be null and
void unless the Plan is approved by a vote of the holders of a majority of the
total number of outstanding shares of voting stock of the Company present in
person or by proxy at a meeting at which a quorum is present in person or by
proxy, which approval must occur within the period of 12 months after the date
the Plan is adopted by the Board.