{"id":38268,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-employee-stock-purchase-plan-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-employee-stock-purchase-plan-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-employee-stock-purchase-plan-microsoft-corp.html","title":{"rendered":"1997 Employee Stock Purchase Plan &#8211; Microsoft Corp."},"content":{"rendered":"<pre>\n                             Microsoft Corporation\n\n                       1997 Employee Stock Purchase Plan\n\n\n\n                     As approved by the Board of Directors\n                          on August 10, 1996 and the\n                       Shareholders on November 12, 1996\n\n \n                             MICROSOFT CORPORATION\n                       1997 EMPLOYEE STOCK PURCHASE PLAN\n\n\n     Microsoft Corporation (the \"Company\") does hereby establish its 1997\nEmployee Stock Purchase Plan as follows:\n\n     1.   Purpose of the Plan.  The purpose of this Plan is to provide eligible\n          -------------------                                                  \nemployees who wish to become shareholders in the Company a convenient method of\ndoing so.  It is believed that employee participation in the ownership of the\nbusiness will be to the mutual benefit of both the employees and the Company.\n\n     2.  Definitions.\n         ----------- \n\n         2.1   \"Base pay\" means regular straight time earnings, plus review\ncycle bonuses and overtime payments, payments for incentive compensation, and\nother special payments except to the extent that any such item is specifically\nexcluded by the Board of Directors of the Company (the \"Board\").\n\n         2.2   \"Account\" shall mean the funds accumulated with respect to an\nindividual employee as a result of deductions from his paycheck for the purpose\nof purchasing stock under this Plan. The funds allocated to an employee's\naccount shall remain the property of the respective employee at all times but\nmay be commingled with the general funds of the Company.\n\n     3.   Employees Eligible to Participate.  Any employee of the Company or any\n          ---------------------------------                                     \nof its subsidiaries who is in the employ of the Company or subsidiary on an\noffering commencement date is eligible to participate in that offering, except\n(a) employees whose customary employment is less than 20 hours per week, (b)\nemployees whose customary employment is for not more than five months in any\ncalendar year, and (c) employees of a subsidiary that offers its employees the\nopportunity to participate in an employee stock purchase plan covering such\nsubsidiary's common stock.\n\n     4.   Offerings.  There will be twelve separate consecutive six-month\n          ---------                                                      \nofferings pursuant to the Plan.  The first offering shall commence on January 1,\n1997. Thereafter, offerings shall commence on each subsequent July 1 and January\n1, and the final offering under this Plan shall commence on July 1, 2002 and\nterminate on December 31, 2002.  In order to become eligible to purchase shares,\nan employee must sign an Enrollment Agreement, and any other necessary papers on\nor before the commencement date (January 1 or July 1) of the particular offering\nin which he wishes to participate.  Participation in one offering under the Plan\nshall neither limit, nor require, participation in any other offering.\n\n     5.   Price.  The purchase price per share shall be the lesser of (1) 85% of\n          -----                                                                 \nthe fair market value of the stock on the offering date; or (2) 85% of the fair\nmarket value of the stock on the last business day of the offering.  Fair market\nvalue shall mean the closing bid price as reported on the National Association\nof Securities Dealers Automated Quotation System or, if the stock is traded on a\nstock exchange, the closing price for the stock on the principal such exchange.\n\n     6.   Offering Date.  The \"offering date\" as used in this Plan shall be the\n          -------------                                                        \ncommencement date of the offering, if such date is a regular business day, or\nthe first regular business day following such commencement date.  A different\ndate may be set by resolution of the Board.\n\n     7.   Number of Shares to be Offered.  The maximum number of shares that\n          ------------------------------                                    \nwill be offered under the Plan is 80,000,000 shares. The shares to be sold to\nparticipants under the Plan will be common stock of the Company.  If the total\nnumber of shares for which options are to be granted on any date in accordance\nwith Section 10 exceeds the number of shares then available under the Plan\n(after deduction of all shares for which options have been exercised or are then\noutstanding), the Company shall make a pro rata allocation of the shares\nremaining available in as nearly a uniform manner as shall be practicable and as\nit shall determine to be equitable.  In such event, the payroll deductions to be\nmade pursuant to the \n\n                                       2\n\n \nauthorizations therefor shall be reduced accordingly and the Company shall give\nwritten notice of such reduction to each employee affected thereby.\n\n     8.   Participation.\n          ------------- \n\n          8.1  An eligible employee may become a participant by completing an\nEnrollment Agreement provided by the Company and filing it with Shareholder\nServices prior to the Commencement of the offering to which it relates.\n\n          8.2  Payroll deductions for a participant shall commence on the\noffering date, and shall end on the termination date of such offering unless\nearlier terminated by the employee as provided in Paragraph 14.\n\n          8.3  Payroll deduction shall be the sole means of accumulating funds\nin a participant's account, except in foreign countries where payroll deductions\nare not allowed, in which case the Company may authorize alternative payment\nmethods.\n\n     9.   Payroll Deductions.\n          ------------------ \n\n          9.1  At the time a participant files his authorization for a payroll\ndeduction, he shall elect to have deductions made from his pay on each payday\nduring the time he is a participant in an offering at any non-fractional\npercentage rate between 1% and 10%.\n\n          9.2  All payroll deductions made for a participant shall be credited\nto his account under the Plan.  A participant may not make any separate cash\npayment into such account nor may payment for shares be made other than by\npayroll deduction.\n\n          9.3  A participant may discontinue his participation in the Plan as\nprovided in Section 14, but no other change can be made during an offering and,\nspecifically, a participant may not alter the rate of his payroll deductions for\nthat offering.\n\n     10.  Granting of Option.  On the offering date, this Plan shall be deemed\n          ------------------                                                  \nto have granted to the participant an option for as many full shares as he will\nbe able to purchase with the payroll deductions credited to his account during\nhis participation in that offering.  Notwithstanding the foregoing, no\nparticipant may purchase more than 8,000 shares of stock during any single\noffering.\n\n     11.  Exercise of Option.  Each employee who continues to be a participant\n          ------------------                                                  \nin an offering on the last business day of that offering shall be deemed to have\nexercised his option on such date and shall be deemed to have purchased from the\nCompany such number of full shares of common stock reserved for the purpose of\nthe Plan as his accumulated payroll deductions on such date will pay for at the\noption price.\n\n     12.  Employee's Rights as a Shareholder. No participating employee shall\n          ----------------------------------                                 \nhave any right as a shareholder with respect to any shares until the shares have\nbeen purchased in accordance with Section 11 above and the stock has been issued\nby the Company.\n\n     13.  Evidence of Stock Ownership.\n          --------------------------- \n\n          13.1 Promptly following the end of each offering, the number of\nshares of common stock purchased by each participant shall be deposited into an\naccount established in the participant's name at a stock brokerage or other\nfinancial services firm designated by the Company (the \"ESPP Broker\").\n\n          13.2 The participant may direct, by written notice to the Company at\nthe time of his enrollment in the Plan, that his ESPP Broker account be\nestablished in the names of the participant and \n\n                                       3\n\n \none other person designated by the participant, as joint tenants with right of\nsurvivorship, tenants in common, or community property, to the extent and in the\nmanner permitted by applicable law.\n\n          13.3 A participant shall be free to undertake a disposition (as that\nterm is defined in Section 424(c) of the Code) of the shares in his account at\nany time, whether by sale, exchange, gift, or other transfer of legal title, but\nin the absence of such a disposition of the shares, the shares must remain in\nthe participant's account at the ESPP Broker until the holding period set forth\nin Section 423(a) of the Code has been satisfied.  With respect to shares for\nwhich the Section 423(a) holding period has been satisfied, the participant may\nmove those shares to another brokerage account of participant's choosing or\nrequest that a stock certificate be issued and delivered to him.\n\n          13.4 A participant who is not subject to payment of U.S. income taxes\nmay move his shares to another brokerage account of his choosing or request that\na stock certificate be issued and delivered to him at any time, without regard\nto the satisfaction of the Section 423(a) holding period.\n\n     14.  Withdrawal.\n          ---------- \n\n          14.1 An employee may withdraw from an offering, in whole but not in\npart, at any time prior to the last business day of such offering by delivering\na Withdrawal Notice to the Company, in which event the Company will refund the\nentire balance of his deductions as soon as practicable thereafter.\n\n          14.2 To re-enter the Plan, an employee who has previously withdrawn\nmust file a new Enrollment Agreement in accordance with Section 8.1.  The\nemployee's re-entry into the Plan will not become effective before the beginning\nof the next offering following his withdrawal, and if the withdrawing employee\nis an officer of the Company within the meaning of Section 16 of the Securities\nExchange Act of 1934 he may not re-enter the Plan before the beginning of the\nsecond offering following his withdrawal.\n\n     15.  Carryover of Account.  At the termination of each offering the Company\n          --------------------                                                  \nshall automatically re-enroll the employee in the next offering, and the balance\nin the employee's account shall be used for option exercises in the new\noffering, unless the employee has advised the Company otherwise.  Upon\ntermination of the Plan, the balance of each employee's account shall be\nrefunded to him.\n\n     16.  Interest.  No interest will be paid or allowed on any money in the\n          --------                                                          \naccounts of participating employees.\n\n     17.  Rights Not Transferable.  No employee shall be permitted to sell,\n          -----------------------                                          \nassign, transfer, pledge, or otherwise dispose of or encumber either the payroll\ndeductions credited to his account or any rights with regard to the exercise of\nan option or to receive shares under the Plan other than by will or the laws of\ndescent and distribution, and such right and interest shall not be liable for,\nor subject to, the debts, contracts, or liabilities of the employee.  If any\nsuch action is taken by the employee, or any claim is asserted by any other\nparty in respect of such right and interest whether by garnishment, levy,\nattachment or otherwise, such action or claim will be treated as an election to\nwithdraw funds in accordance with Section 14.\n\n     18.  Termination of Employment.  Upon termination of employment for any\n          -------------------------                                         \nreason whatsoever, including but not limited to death or retirement, the balance\nin the account of a participating employee shall be paid to the employee or his\nestate.\n\n     19.  Amendment or Discontinuance of the Plan.  The Board shall have the\n          ---------------------------------------                           \nright at any time and without notice to amend, modify or terminate the Plan, and\nto authorize by resolution changes to the application of eligibility criteria in\nSection 3 to employees of the Company's subsidiaries outside the United States\nwhen the Board deems such changes to be necessary and appropriate according to\nlaws applicable to such non-U.S. subsidiaries; provided, that no employee's\nexisting rights under any offering already made under Section 4 hereof may be\nadversely affected thereby, and provided further that no \n\n                                       4\n\n \nsuch amendment of the Plan shall, except as provided in Section 20, increase\nabove 80,000,000 shares the total number of shares to be offered unless\nshareholder approval is obtained therefor.\n\n     20.  Changes in Capitalization.  In the event of reorganization,\n          -------------------------                                  \nrecapitalization, stock split, stock dividend, combination of shares, merger,\nconsolidation, offerings of rights, or any other change in the structure of the\ncommon shares of the Company, the Board may make such adjustment, if any, as it\nmay deem appropriate in the number, kind, and the price of shares available for\npurchase under the Plan, and in the number of shares which an employee is\nentitled to purchase.\n\n     21.  Share Ownership.  Notwithstanding anything herein to the contrary, no\n          ---------------                                                      \nemployee shall be permitted to subscribe for any shares under the Plan if such\nemployee, immediately after such subscription, owns shares (including all shares\nwhich may be purchased under outstanding subscriptions under the Plan)\npossessing 5% or more of the total combined voting power or value of all classes\nof shares of the Company or of its parent or subsidiary corporations.  For the\nforegoing purposes the rules of Section 425(d) of the Internal Revenue Code of\n1986 shall apply in determining share ownership.  In addition, no employee shall\nbe allowed to subscribe for any shares under the Plan which permits his rights\nto purchase shares under all \"employee stock purchase plans\" of the Company and\nits subsidiary corporations to accrue at a rate which exceeds $25,000 of the\nfair market value of such shares (determined at the time such right to subscribe\nis granted) for each calendar year in which such right to subscribe is\noutstanding at any time.\n\n     22.  Administration.  The Plan shall be administered by the Board.  The\n          --------------                                                    \nBoard may delegate any or all of its authority hereunder to such committee of\nthe Board or officer of the Company as it may designate.  The administrator\nshall be vested with full authority to make, administer, and interpret such\nrules and regulations as it deems necessary to administer the Plan, and any\ndetermination, decision, or action of the administrator in connection with the\nconstruction, interpretation, administration, or application of the Plan shall\nbe final, conclusive, and binding upon all participants and any and all persons\nclaiming under or through any participant.\n\n     23.  Notices.  All notices or other communications by a participant to the\n          -------                                                          \nCompany under or in connection with the Plan shall be deemed to have been duly\ngiven when received by Shareholder Services of the Company or when received in\nthe form specified by the Company at the location, or by the person, designated\nby the Company for the receipt thereof.\n\n     24.  Termination of the Plan.  This Plan shall terminate at the earliest of\n          -----------------------                                               \nthe following:\n\n          24.1 December 31, 2002;\n\n          24.2 The date of the filing of a Statement of Intent to Dissolve by\nthe Company or the effective date of a merger or consolidation wherein the\nCompany is not to be the surviving corporation, which merger or consolidation is\nnot between or among corporations related to the Company.  Prior to the\noccurrence of either of such events, on such date as the Company may determine,\nthe Company may permit a participating employee to exercise the option to\npurchase shares for as many full shares as the balance of his account will allow\nat the price set forth in accordance with Section 5. If the employee elects to\npurchase shares, the remaining balance of his account will be refunded to him\nafter such purchase.\n\n          24.3 The date the Board acts to terminate the Plan in accordance with\nSection 19 above.\n\n          24.4 The date when all shares reserved under the Plan have been\npurchased.\n\n     25.  Limitations on Sale of Stock Purchased Under the Plan. The Plan is\n          -----------------------------------------------------             \nintended to provide common stock for investment and not for resale.  The Company\ndoes not, however, intend to restrict or influence any employee in the conduct\nof his own affairs.  An employee, therefore, may sell stock purchased under the\nPlan at any time he chooses, subject to compliance with any applicable Federal\nor state securities laws.  THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET\nFLUCTUATIONS IN THE PRICE OF THE STOCK.\n\n                                       5\n\n \n     26.  Governmental Regulation.  The Company's obligation to sell and deliver\n          -----------------------                                               \nshares of the Company's common stock under this Plan is subject to the approval\nof any governmental authority required in connection with the authorization,\nissuance, or sale of such shares.\n\n[The number of shares in Sections 7, 10, and 19 have been increased to reflect\nthe 2-for-1 stock splits in December 1996, February 1998, and March 1999.]\n\n                                       6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38268","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","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\/38268","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=38268"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38268"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38268"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38268"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}