{"id":38174,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1991-employee-stock-purchase-plan-summit-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1991-employee-stock-purchase-plan-summit-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1991-employee-stock-purchase-plan-summit-technology-inc.html","title":{"rendered":"1991 Employee Stock Purchase Plan &#8211; Summit Technology Inc."},"content":{"rendered":"<pre>\n                             SUMMIT TECHNOLOGY, INC.\n\n                        1991 EMPLOYEE STOCK PURCHASE PLAN\n                       (as amended through July 28, 1999)\n\n\nARTICLE 1:  PURPOSE.\n\n         The purpose of this 1991 Employee Stock Purchase Plan (the 'Plan') is\nto advance the interests of Summit Technology, Inc. (the 'Company') by\nencouraging and enabling the acquisition of a larger personal proprietary\ninterest in the Company by all eligible employees of the Company and of the\nparticipating subsidiaries of the Company. The Plan is designed to encourage\neligible employees to remain in the employ of the Company and have a personal\ninterest in the success of the Company. The options issued pursuant to this Plan\nare intended to constitute options issued pursuant to an 'employee stock\npurchase plan' as defined in Section 423(b) of the Internal Revenue Code of\n1986, as amended (the 'Code').\n\nARTICLE 2:  ADMINISTRATION OF THE PLAN.\n\n         The Plan shall be administered by the Company's Compensation Committee.\nSubject to the provisions of the Plan, the Compensation Committee shall have the\ncomplete authority, in its discretion, to interpret the Plan, to ascribe, amend\nand rescind rules and regulations relating to the Plan, and to make all of the\ndeterminations necessary or advisable for the administration of the Plan.\n\n         The Compensation Committee shall consist of at least two members of the\nBoard, each of whom shall be a disinterested person as defined in Rule 16b-3\nunder the Securities Exchange Act of 1934, as such Rule may be hereafter\namended. The Compensation Committee shall be appointed by the Board, which may\nat any time, and from time to time, remove any member of the Compensation\nCommittee, with or without cause, appoint additional members to the Compensation\nCommittee and fill vacancies, however caused, in the Compensation Committee. A\nmajority of the members of the Compensation Committee shall constitute a quorum.\nAll determinations of the Compensation Committee shall be made by a majority of\nits members. Any decision or determination of the Compensation Committee reduced\nto writing and signed by all members of the Compensation Committee shall be\nfully effective as if it had been made at a meeting duly called and held.\n\nARTICLE 3:  ELIGIBLE EMPLOYEES DEFINED.\n\n         As used in the Plan, the phrase 'eligible employees' means all common\nlaw employees of the Company and of the participating subsidiaries of the\nCompany, except the following shall not be deemed 'employees' for purposes of\nthe Plan: (a) employees who have been employed by the Company, or its\nsubsidiaries, for less than 90 days, (b) employees customarily employed for less\nthan 20 hours per week, and (c) employees customarily employed for less than 5\nmonths per year. All eligible employees shall have the same rights and\nobligations under this Plan. Persons who are eligible employees on the first day\nof a Payment Period shall receive their options on such day. Persons who become\neligible employees during the course of a Payment Period shall first receive\ntheir options on the first day of the next succeeding Payment Period. However,\nnotwithstanding any other provision of this ARTICLE 3, an employee shall not be\ndeemed an eligible employee for purposes of the Plan if, immediately after the\noption is granted, such employee owns stock possessing 5% or more of the total\ncombined voting power or value of all classes of the stock of the Company, or of\nany participating subsidiary of the Company. For purposes of determining this 5%\nlimitation, the rules of Code Section 424(d) shall apply when determining the\nstock ownership of an individual, and stock which the employee may purchase\nunder outstanding options shall be treated as stock owned by the employee.\n\nARTICLE 4:  STOCK SUBJECT TO THE PLAN.\n\n         The Stock subject to the options under the Plan shall be shares of the\nCompany's authorized but unissued common stock, par value $.01 per share\n('Stock'), or shares of Stock reacquired by the Company, including shares\npurchased in the open market. The aggregate number of shares which may be issued\npursuant to the Plan is 375,000, subject to adjustment as provided in ARTICLE\n12. In the event that any option granted under the Plan shall expire or\nterminate for any reason without having been exercised in full or shall cease\nfor any reason to be exercisable in whole or in part, the unpurchased shares\nsubject thereto shall again be available under the Plan.\n\nARTICLE 5:  PAYMENT PERIODS AND STOCK OPTIONS.\n\n         The six-month periods, October 1 to March 31 and April 1 to September\n30, are Payment Periods during which payroll deductions will be accumulated\nunder the Plan. To the extent any of these days is not a business day, the\nPayment Period shall begin or end, as the case may be, on the first business day\nfollowing such date. The first Payment Period under the Plan will begin on\nOctober 1, 1999.\n\n         Twice each year, on the first business day of each Payment Period, the\nCompany will grant to each eligible employee who is then a participant in the\nPlan an option to purchase on the last day of such Payment Period, at the Option\nPrice hereinafter provided for, a maximum of the number of shares of Stock\nequaling the number of whole shares obtained by dividing 5% of the eligible\nemployee's yearly wages (or such lesser percentage as the employee shall\ndesignate pursuant to Article 8) by the average market price on the first day of\nthe Payment Period (the 'Maximum Share Limit'), on condition that such employee\nremains eligible to participate in the Plan throughout such Payment Period. The\nparticipant shall be entitled to exercise such option so granted only to the\nextent of the participant's accumulated payroll deductions on the last day of\nsuch Payment Period. In the event that the participant's accumulated payroll\ndeductions on the last day of the Payment Period would enable the participant to\npurchase more than the Maximum Share Limit were it not for the Maximum Share\nLimit, the excess of the amount of the accumulated payroll deductions over the\naggregate purchase price of the Maximum Share Limit shall be promptly refunded\nto the participant by the Company, with such interest as is provided in ARTICLE\n8.\n\n         The Option Price for each Payment Period shall be the lesser of (i) 85%\nof the closing price of the Stock on the first business day of the Payment\nPeriod, or (ii) 85% of the closing price of the Stock on the last business day\nof the Payment Period, in either event rounded up to avoid fractions of a dollar\nother than 1\/4, 1\/2 and 3\/4. The foregoing limitation on the number of shares\nwhich may be granted in any Payment Period and the Option Price per share shall\nbe subject to adjustment as provided in ARTICLE 12.\n\n         For purposes of this Plan, the term 'closing price' on any day means\n(i) the last reported sale price of the Stock on that day on the principal\nnational securities exchange on which the Stock is traded, if the Stock is then\ntraded on a national securities exchange; or (ii) the last reported sale price\n(on that date) of the Stock on the Nasdaq National Market List, if the Stock is\nnot then traded on a national securities exchange; or (iii) the average of the\nclosing bid and asked prices last quoted (on that date) by an established\nquotation service for over-the-counter securities, if the Stock is not reported\non a national securities exchange or on the NASDAQ National Market List. If the\nStock is not publicly traded at the time the option is granted under this Plan,\n'closing price' shall mean the fair market value of the Stock as determined by\nthe Compensation Committee after taking into consideration all the factors which\nit deems appropriate, including, without limitation, recent sale and offer\nprices of the Stock in private transactions negotiated at arm's length.\n\n         For purposes of this Plan, the term 'business day' means a day on which\nthere is trading on the NASDAQ National Market System or on the aforementioned\nnational securities exchange, whichever is applicable pursuant to the preceding\nparagraph.\n\n         No employee shall be granted an option which permits the employee's\nright to purchase Stock under the Plan, and under all other Section 423(b)\nemployee stock purchase \n\nplans of the Company or any parent or subsidiary corporations, to accrue at a\nrate which exceeds $25,000 of fair market value of Stock (determined at the time\nsuch option is granted) for each calendar year in which such option is\noutstanding at any time. The purpose of the limitation in the preceding sentence\nis to comply with Code Section 423(b)(8).\n\nARTICLE 6:  EXERCISE OF OPTION.\n\n         Each eligible employee who continues to be a participant in the Plan on\nthe last business day of a Payment Period shall be deemed to have exercised\nhis\/her option on such date and shall be deemed to have purchased from the\nCompany such number of full shares of Stock reserved for the purpose of the Plan\nas his\/her accumulated payroll deductions plus additional payments on such date\nwill pay for at the Option Price, subject to the Maximum Share Limit on the\noption. If a participant is not an employee on the last business day of a\nPayment Period, he\/she shall not be entitled to exercise his\/her option. Only\nfull shares of Stock may be purchased under the Plan. Unused payroll deductions\nremaining in an employee's account at the end of a Payment Period (other than\namounts refunded to the employee pursuant to ARTICLE 5) will be carried forward\nto the succeeding Payment Period.\n\nARTICLE 7:  AUTHORIZATION FOR ENTERING THE PLAN.\n\n         The Compensation Committee shall develop regulations concerning the\nprocedure which each employee must follow to become a participant of the Plan.\n\nARTICLE 8:  AMOUNT OF PAYROLL DEDUCTIONS.\n\n         Subject to the limitations on stock purchases set forth in this Plan,\nat the time specified in regulations issued pursuant to ARTICLE 7 an eligible\nemployee may designate the percentage of his\/her wages during each Payment\nPeriod that the employee wishes to have deducted and applied to the Plan;\nprovided, however, that the Compensation Committee may set such minimum and\/or\nmaximum payroll deductions as the Compensation Committee, in its sole\ndiscretion, deems appropriate. Any minimum and\/or maximum payroll deductions\nmandated by the Compensation Committee shall apply equally to all eligible\nemployees.\n\n         The Company will accumulate and hold for the employee's account the\namounts deducted from his\/her pay. No interest will be paid on these amounts,\nunless the Compensation Committee, in its sole discretion, determines that\ninterest should be paid on the amounts deducted from eligible employees' wages.\nIf the Compensation Committee decides that interest should be paid on the\namounts deducted from eligible employees' wages, the Compensation Committee may\nset that interest rate at whatever rate the Compensation Committee, in its sole\ndiscretion, deems appropriate, and may change that rate at whatever time, and to\nwhatever rate, the Compensation Committee, in its sole discretion, deems\nappropriate.\n\nARTICLE 9:  CHANGE IN PAYROLL DEDUCTIONS.\n\n         Deductions may not be increased or decreased during a Payment Period.\nHowever, an employee may withdraw in full from the Plan, to the extent such\nwithdrawal is permitted by ARTICLE 10 of the Plan.\n\nARTICLE 10:  WITHDRAWAL FROM THE PLAN.\n\n         An employee may withdraw from the Plan, in whole but not in part, by\ndelivering a withdrawal notice to the Compensation Committee not less than 10\ndays prior to the last business day of a Payment Period, in which event the\nCompensation Committee shall promptly refund without interest the entire balance\nof the employee's payroll deductions not previously used to purchase Stock under\nthe Plan. An employee who is an officer or director of the Company who withdraws\nfrom the Plan may not participate in the Plan during the next succeeding Payment\nPeriod.\n\nARTICLE 11:  ISSUANCE OF STOCK.\n\n         Certificates for Stock issued to participants will be delivered as soon\nas practicable after each Payment Period by the Company's transfer agent.\n\n         Stock purchased under the Plan will be issued only in the name of the\nemployee, or if his\/her authorization so specifies, in the name of the employee\nand another person of legal age as joint tenants with rights of survivorship.\n\nARTICLE 12:  ADJUSTMENTS.\n\n         Upon the happening of any of the following described events, an\noptionee's rights under options granted under the Plan shall be adjusted as\nhereinafter provided:\n\n                  A. In the event shares of Stock shall be subdivided or\n         combined into a greater or smaller number of shares or if, upon a\n         reorganization, split-up, liquidation, recapitalization or the like of\n         the Company, the shares of the Stock shall be exchanged for other\n         securities of the Company, each optionee shall be entitled, subject to\n         the conditions herein stated, to purchase such number of shares of\n         stock or amount of other securities of the Company as were exchangeable\n         for the number of shares of Stock which such optionee would have been\n         entitled to purchase except for such action, and appropriate\n         adjustments shall be made in the purchase price per share to reflect\n         such subdivision, combination or exchange; and\n\n                  B. In the event the Company shall issue any of its shares as a\n         stock dividend upon or with respect to the Stock, each optionee upon\n         exercising an option shall be entitled to receive (for the purchase\n         price paid upon such exercise) the shares as to which he\/she is\n         exercising his\/her option and, in addition thereto (at no additional\n         cost), such number of shares of the class or classes in which such\n         stock dividend or dividends were declared or paid, and such amount of\n         cash in lieu of fractional shares, as is equal to the number of shares\n         thereof and the amount of cash in lieu of fractional shares,\n         respectively, which he\/she would have received if he\/she had been the\n         holder of the shares as to which he\/she is exercising his\/her option at\n         all times between the date of the granting of such option and the date\n         of its exercise.\n\n         Upon the happening of any of the foregoing events, the class and\naggregate number of shares set forth in ARTICLE 4 hereof which are subject to\noptions which have been or may be granted under the Plan and the Maximum Share\nLimit set forth in ARTICLE 5 shall also be appropriately adjusted to reflect the\nevents specified in paragraphs A and B above. Notwithstanding the foregoing, any\nadjustments made pursuant to paragraphs A and B shall be made only to the extent\nthat the Compensation Committee, based on advice of counsel for the Company,\ndetermines that such adjustments will not constitute a change requiring\nstockholder approval under Code Section 423(b)(2).\n\n         If the Company is to be consolidated with or acquired by another entity\nin a merger, or undergo a sale of all or substantially all of the Company's\nassets or otherwise (all such events collectively referred to as an\n'Acquisition'), the Compensation Committee shall, with respect to options then\noutstanding under this Plan, (i) make appropriate provision for the continuation\nof such options by arranging for the substitution on an equitable basis for the\nshares then subject to such options the consideration payable with respect to\nthe outstanding shares of the Stock in connection with the Acquisition; (ii)\nterminate all outstanding options in exchange for a cash payment equal to the\nexcess of the fair market value of the shares subject to the options (determined\nas of the date of the Acquisition) over the Option Price thereof (determined\nwith reference only to the first business day of the applicable Payment Period)\nif such fair market value exceeds such Option Price; or (iii) terminate all\noutstanding options and promptly refund without interest the balance of employee\ndeductions not used to purchase Stock under the Plan in the event that the fair\nmarket value of the shares subject to the options (determined as of the date of\nthe Acquisition) is less than the Option Price thereof (determined with\nreference only to the first business day of the applicable Payment Period).\n\n         The Compensation Committee shall determine the adjustments to be made\nunder this ARTICLE 12, and its determination shall be conclusive.\n\nARTICLE 13:  NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.\n\n         An employee's option rights under the Plan are the employee's alone and\nmay not be transferred or assigned to, or availed of by, any other person other\nthan by will or the laws of descent and distribution. Any option granted under\nthe Plan to an employee may be exercised, during the employee's lifetime, only\nby the employee.\n\nARTICLE 14:  TERMINATION OF EMPLOYEE'S RIGHTS.\n\n         An employee's rights under the Plan will terminate when he\/she ceases\nto be an employee of the Company or of a participating subsidiary of the Company\n(other than as a result of death or an Approved Leave of Absence, as defined\nbelow). A withdrawal notice will be considered as having been received from the\nemployee on the day his\/her employment so ceases, and all payroll deductions not\nused to purchase Stock will be refunded without interest.\n\n         If an employee's payroll deductions are interrupted by any legal\nprocess, a withdrawal notice will be considered as having been received from the\nemployee on the day the interruption occurs.\n\nARTICLE 15:  DEATH OF AN ELIGIBLE EMPLOYEE.\n\n         Upon an eligible employee's death, his or her beneficiary may elect to\n(i) withdraw the accumulated balance of the employee's payroll deductions during\na Payment Period, or (ii) apply such balance at the end of the Payment Period to\nthe purchase of Stock. The beneficiary must make this election by written notice\nto the Board of Directors within the earlier of 60 days of the participant's\ndeath, or the end of the Payment Period. Failure to make a timely election in\naccordance with this Article shall result in the application of the balance of\nthe employee's payroll deductions to the purchase of Stock. The Company shall\nnot be obligated to deliver any Stock or cash to a beneficiary until the Company\nshall have received proof satisfactory to the Company of his or her identity,\nexistence and valid designation.\n\nARTICLE 16:  APPROVED LEAVES OF ABSENCE.\n\n         An eligible employee may continue to participate in the Plan during a\nleave of absence from his or her employment with the Company or a participating\nsubsidiary of the Company for which he or she obtains prior approval (an\n'Approved Leave of Absence'). During an Approved Leave of Absence that is paid,\nan employee's participation in the Plan will continue in the same manner as\nbefore such leave of absence began. An Approved Leave of Absence that is paid\nshall mean one in which regular payroll disbursements to the eligible employee\nfrom the Company or a participating subsidiary of the Company, and payroll\ndeductions under the Plan, continue to occur as before such leave of absence.\nDuring all other Approved Leaves of Absence, an eligible employee may (in lieu\nof payroll deductions) make contributions under the Plan from disability, sick\nor vacation pay, or in cash, for the first 90 days of the Approved Leave of\nAbsence; provided, however, that the aggregate amount of such contributions made\nduring this period shall not exceed the aggregate amount of payroll deductions\nthat otherwise would be permitted during this period under the Plan. After this\nperiod, a participant may make no further contributions under the Plan until the\nApproved Leave of Absence has ended and he or she has returned to employment\nwith the Company or a participating subsidiary of the Company.\n\nARTICLE 17:  TERMINATION AND AMENDMENTS TO PLAN.\n\n         The Plan may be terminated at any time by the Company's Board of\nDirectors but such termination shall not affect options then outstanding under\nthe Plan. The Plan will terminate in any case when all or substantially all of\nthe unissued (or issued but not outstanding) shares of Stock reserved for the\npurposes of the Plan have been purchased. If at any time shares of Stock\nreserved for the purpose of the Plan remain available for purchase but not in\nsufficient number to satisfy all then unfilled purchase requirements, \n\nthe available shares shall be apportioned among participants in proportion to\ntheir options and the Plan shall terminate. Upon such termination or any other\ntermination of the Plan, all payroll deductions not used to purchase Stock will\nbe refunded without interest.\n\n         The Board of Directors may from time to time adopt amendments to the\nPlan provided that, without the approval of the shareholders of the Company, no\namendment may materially increase the benefits accruing to participants under\nthe Plan, materially increase the number of shares that may be issued under the\nPlan, or materially modify the requirements for eligibility for participation in\nthe Plan.\n\nARTICLE 18:  LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN.\n\n         The Plan is intended to provide shares of Stock for investment and not\nfor resale. SHARES OF STOCK PURCHASED UNDER THE PLAN MAY NOT BE SOLD,\nTRANSFERRED OR ASSIGNED FOR 90 DAYS FROM THE DATE OF PURCHASE. Except for such\nlimitation, the Company does not intend to restrict or influence any employee in\nthe conduct of his\/her own affairs. An employee may, therefore, sell Stock\npurchased under the Plan at any time the employee chooses after 90 days from the\ndate of purchase, subject to compliance with any applicable Federal or state\nsecurities laws; provided, however, that because of certain Federal tax\nrequirements, each employee agrees by entering the Plan promptly to give the\nCompany notice of any such stock disposed of within two years after the date of\ngrant of the applicable option showing the number of such shares disposed of.\nTHE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE\nSTOCK.\n\nARTICLE 19:  PARTICIPATING SUBSIDIARIES.\n\n         The term 'participating subsidiary' shall mean any subsidiary of the\nCompany, as that term is defined in Section 425(f) of the Code, which is\ndesignated from time to time, by the Board of Directors to participate in the\nPlan. The Board of Directors shall have the power to make such designation\nbefore or after the Plan is approved by the shareholders.\n\nARTICLE 20:  OPTIONEES NOT SHAREHOLDERS.\n\n         Neither the granting of an option to an employee nor the deductions\nfrom his\/her pay shall constitute such employee a shareholder of the shares\ncovered by an option until such shares have been actually purchased by the\nemployee.\n\nARTICLE 21:  APPLICATION OF FUNDS.\n\n         The proceeds received by the Company from the sale of Stock pursuant to\noptions granted under the Plan will be used for general corporate purposes.\n\nARTICLE 22:  GOVERNMENTAL REGULATIONS.\n\n         The Company's obligation to sell and deliver shares of the Stock under\nthis Plan is subject to the approval of any governmental authority required in\nconnection with the authorization, issuance or sale of such shares, including\nthe Securities and Exchange Commission and the Internal Revenue Service.\n\nARTICLE 23:  APPROVAL OF SHAREHOLDERS.\n\n         The Plan shall be subject to approval by the holders of a majority of\nthe shares of the Company present or represented by proxy at a duly called\nmeeting of shareholders, which approval must occur within twelve months before\nor after the date on which this Plan was adopted by the Board of Directors.\nPrior to such approval no shares shall be issued to participants under the Plan.\nIn the event that the approval of the shareholders is not received within twelve\nmonths before or after the date of the adoption of this Plan, any and all\noptions previously granted shall be rescinded, and the Company will promptly\nrefund the entire balance of each participating employee's deductions without\ninterest.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8967],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9539,9545],"class_list":["post-38174","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-summit-autonomous-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38174","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38174"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38174"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38174"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38174"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}