{"id":38269,"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-sportsline-usa-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-employee-stock-purchase-plan-sportsline-usa-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-employee-stock-purchase-plan-sportsline-usa-inc.html","title":{"rendered":"1997 Employee Stock Purchase Plan &#8211; SportsLine USA Inc."},"content":{"rendered":"<pre>\n                              SPORTSLINE USA, INC.\n\n                        1997 EMPLOYEE STOCK PURCHASE PLAN\n\n\n         1.       Purpose. The purpose of the Plan is to provide incentive for \npresent and future employees of the Company and any Designated Subsidiary to\nacquire a proprietary interest (or increase an existing proprietary interest) in\nthe Company through the purchase of Common Stock. It is the Company's intention\nthat the Plan qualify as an 'employee stock purchase plan' under Section 423 of\nthe Code. Accordingly, the provisions of the Plan shall be administered,\ninterpreted and construed in a manner consistent with the requirements of that\nsection of the Code.\n\n         2.       Definitions.\n\n\n                  (a) 'Applicable Percentage' means the percentage specified in\nSection 8, subject to adjustment by the Committee as provided in Section 8.\n\n                  (b) 'Board' means the Board of Directors of the Company.\n\n                  (c) 'Code' means the Internal Revenue Code of 1986, as \namended, and any successor thereto.\n\n                  (d) 'Committee' means the committee appointed by the Board to\nadminister the Plan as described in Section 13 of the Plan or, if no such\nCommittee is appointed, the Board.\n\n                  (e) 'Common Stock' means the Company's common stock, \npar value $0.01 per share.\n\n                  (f) 'Company' means SPORTSLINE USA, INC., a Delaware \ncorporation.\n \n                  (g) 'Compensation' means, with respect to each Participant for\neach pay period, the full base salary, overtime and other wages paid to such\nParticipant by the Company or a Designated Subsidiary. Except as otherwise\ndetermined by the Committee, 'Compensation' does not include: (i) commissions or\nbonuses; (ii) any amounts contributed by the Company or a Designated Subsidiary\nto any pension plan; (iii) any automobile or relocation allowances (or\nreimbursement for any such expenses); (iv) any amounts paid as a starting bonus\nor finder's fee; (v) any amounts realized from the exercise of any stock options\nor incentive awards; (vi) any amounts paid by the Company or a Designated\nSubsidiary for other fringe benefits, such as health and welfare,\nhospitalization and group life insurance benefits, or perquisites, or paid in\nlieu of such benefits; or (vii) other similar forms of extraordinary\ncompensation.\n\n                  (h) 'Continuous Status as an Employee' means the absence of\nany interruption or termination of service as an Employee. Continuous Status as\nan Employee shall not be considered interrupted in the case of a leave of\nabsence agreed to in writing by the Company or the Designated Subsidiary that\nemploys the Employee, provided that such leave is for a period of not \n\n\n\nmore than 90 days or reemployment upon the expiration of such leave is\nguaranteed by contract or statute.\n\n                  (i) 'Designated Subsidiaries' means the Subsidiaries that have\nbeen designated by the Board from time to time in its sole discretion as\neligible to participate in the Plan.\n\n                  (j) 'Employee' means any person, including an Officer, whose\ncustomary employment with the Company or one of its Designated Subsidiaries is\nat least twenty (20) hours per week and more than five (5) months in any\ncalendar year.\n\n                  (k) 'Entry Date' means the first day of each Exercise \nPeriod.\n\n                  (l) 'Exchange Act' means the Securities Exchange Act of \n1934, as amended.\n\n                  (m) 'Exercise Date' means the last business day ending on or\nbefore June 30, 1998, and the last business day ending on or before each\nDecember 31 and June 30 thereafter.\n\n                  (n) 'Exercise Period' means, for any Offering Period, each\nperiod commencing on the Offering Date and on the day after each Exercise Date,\nand terminating on the immediately following Exercise Date.\n\n                  (o) 'Exercise Price' means the price per share of Common Stock\noffered in a given Offering Period determined as provided in Section 8.\n\n                  (p) 'Fair Market Value' means, with respect to a share of\nCommon Stock, the Fair Market Value as determined under Section 7(b).\n\n                  (q) 'First Offering Date' means the commencement date of the\ninitial public offering contemplated by the Registration Statement on Form S-1\nfiled by the Company with the Securities and Exchange Commission.\n\n                  (r) 'Offering Date' means the first business day of each\nOffering Period; provided, that in the case of an individual who becomes\neligible to become a Participant under Section 3 after the first business day of\nan Offering Period, the term 'Offering Date' shall mean the first business day\nof the Exercise Period coinciding with or next succeeding the day on which that\nindividual becomes eligible to become a Participant. Options granted after the\nfirst day of an Offering Period will be subject to the same terms as the options\ngranted on the first business day of such Offering Period except that they will\nhave a different grant date (thus, potentially, a different exercise price) and,\nbecause they expire at the same time as the options granted on the first\nbusiness day of such Offering Period, a shorter term.\n\n                  (s) 'Offering Period' means (i) with respect to the first\nOffering Period, the period beginning on the First Offering Date and ending on\nDecember 31, 1998, and (ii) with respect to each Offering Period thereafter, and\nsubject to adjustment as provided in Section 4, the 12 month period beginning on\nthe business day immediately succeeding the end of the preceding Offering\nPeriod.\n\n\n                                       2\n\n\n                  (t) 'Officer' means a person who is an officer of the Company\nwithin the meaning of Section 16 under the Exchange Act and the rules and\nregulations promulgated thereunder.\n\n                  (u) 'Participant' means an Employee who has elected to\nparticipate in the Plan by filing an Enrollment Agreement with the Company as\nprovided in Section 5 of the Plan.\n\n                  (v) 'Plan' shall mean this 1997 Employee Stock Purchase \nPlan.\n\n                  (w) 'Plan Contributions' means, with respect to each\nParticipant, the payroll deductions withheld from the Compensation of the\nParticipant and contributed to the Plan for the Participant as provided in\nSection 6 of the Plan and any other amounts contributed to the Plan for the\nParticipant in accordance with the terms of the Plan.\n\n                  (x) 'Subsidiary' shall mean any corporation, domestic or\nforeign, of which the Company owns, directly or indirectly, 50% or more of the\ntotal combined voting power of all classes of stock, and that otherwise\nqualifies as a 'subsidiary corporation' within the meaning of Section 424(f) of\nthe Code.\n\n         6.       Eligibility.\n\n                  (a) Any Employee who is employed by the Company as of the\nOffering Date of a given Offering Period shall be eligible to become a\nParticipant as of any Entry Date within that Offering Period under the Plan,\nsubject to the requirements of Section 5(a) and the limitations imposed by\nSection 423(b) of the Code.\n\n                  (b) Notwithstanding any provision of the Plan to the contrary,\nno Participant shall be granted an option under the Plan (i) if, immediately\nafter the grant, such Participant (or any other person whose stock would be\nattributed to such Participant pursuant to Section 424(d) of the Code) would own\nstock and\/or hold outstanding options to purchase stock possessing 5% or more of\nthe total combined voting power or value of all classes of stock of the Company\nor of any Subsidiary of the Company, or (ii) which permits such Participant's\nrights to purchase stock under all employee stock purchase plans of the Company\nand its Subsidiaries intended to qualify under Section 423 of the Code to accrue\nat a rate which exceeds $25,000 of fair market value of stock (determined at the\ntime such option is granted) for each calendar year in which such option is\noutstanding at any time.\n\n         7.       Offering Periods. The Plan shall be implemented by a series of\nconsecutive Offering Periods. The first Offering Period shall commence on the\nFirst Offering Date, the second Offering Period shall commence on January 1,\n1999, and succeeding Offering Periods shall commence on or about the January 1\nthat occurs every 12 months thereafter (or at such other time or times as may be\ndetermined by the Committee). The Committee shall have the power to change the\nduration and\/or the frequency of Offering Periods with respect to future\nofferings without stockholder approval if such change is announced at least\nfifteen (15) days prior to the scheduled beginning of the first Offering Period\nto be affected.\n\n\n\n                                       3\n\n\n         8.       Election to Participate.\n\n                  (a) An eligible Employee may elect to participate in the Plan\ncommencing on any Entry Date by completing an Enrollment Agreement on the form\nprovided by the Company and filing the Enrollment Agreement with the Company on\nor prior to such Entry Date, unless a later time for filing the Enrollment\nAgreement is set by the Committee for all eligible Employees with respect to a\ngiven offering. The Enrollment Agreement shall set forth the percentage of the\nParticipant's Compensation that is to be withheld by payroll deduction pursuant\nto the Plan.\n\n                  (b) Except as otherwise determined by the Committee under\nrules applicable to all Participants, payroll deductions for a Participant shall\ncommence on the first payroll following the Entry Date on which the Participant\nelects to participate in accordance with Section 5(a) and shall end on the last\npayroll in the Offering Period, unless sooner terminated by the Participant as\nprovided in Section 11.\n\n                  (c) Unless a Participant elects otherwise prior to the last\nExercise Date of an Offering Period, such Participant shall be deemed (i) to\nhave elected to participate in the immediately succeeding Offering Period (and,\nfor purposes of such Offering Period such Participant's 'Entry Date' shall be\ndeemed to be the first day of such Offering Period) and (ii) to have authorized\nthe same payroll deduction for such immediately succeeding Offering Period as\nwas in effect for such Participant immediately prior to the commencement of such\nsucceeding Offering Period.\n\n         9.       Participant Contributions.\n\n\n                  (a) Except as otherwise authorized by the Committee pursuant\nto Section 6(d) below, all Participant contributions to the Plan shall be made\nonly by payroll deductions. At the time a Participant files the Enrollment\nAgreement with respect to an Offering Period, the Participant may authorize\npayroll deductions to be made on each payroll date during the portion of the\nOffering Period that he or she is a Participant in an amount not less than 1%\nand not more than 25% of the Participant's Compensation on each payroll date\nduring the portion of the Offering Period that he or she is a Participant (or\nsubsequent Offering Periods as provided in Section 5(c)). The amount of payroll\ndeductions shall be a whole percentage (i.e., 1%, 2%, 3%, etc.) of the\nParticipant's Compensation.\n\n                  (b) A Participant may discontinue his or her participation in\nthe Plan as provided in Section 11, or may decrease or increase the rate or\namount of his or her payroll deductions during such Offering Period (within the\nlimitations of Section 6(a) above) by completing and filing with the Company a\nnew Enrollment Agreement authorizing a change in the rate or amount of payroll\ndeductions; provided, that a Participant may not change the rate or amount of\nhis or her payroll deductions more than once in any Exercise Period. The change\nin rate or amount shall be effective with the first full payroll period\nfollowing ten (10) business days after the Company's receipt of the new\nEnrollment Agreement.\n\n\n\n                                       4\n\n\n                  (c) Notwithstanding the foregoing, to the extent necessary to\ncomply with Section 423(b)(8) of the Code and Section 3(b) hereof, a\nParticipant's payroll deductions may be decreased to 0% at such time during any\nExercise Period which is scheduled to end during the current calendar year that\nthe aggregate of all payroll deductions accumulated with respect to such\nExercise Period and any other Exercise Period ending within the same calendar\nyear equal to the product of $25,000 multiplied by the Applicable Percentage for\nthe calendar year. Payroll deductions shall recommence at the rate provided in\nthe Participant's enrollment agreement at the beginning of the following\nExercise Period which is scheduled to end in the following calendar year, unless\nterminated by the Participant as provided in Section 11.\n\n                  (d) Notwithstanding anything to the contrary in the foregoing,\nbut subject to the limitations set forth in Section 3(b), the Committee may\npermit Participants to make additional contributions to the Plan subject to such\nterms and conditions as the Committee may in its discretion determine. All such\nadditional contributions shall be made in a manner consistent with the\nprovisions of Section 423 of the Code or any successor thereto, and shall be\nheld in Participants' accounts and applied to the purchase of shares of Common\nStock pursuant to options granted under this Plan in the same manner as payroll\ndeductions contributed to the Plan as provided above.\n\n                  (e) All Plan Contributions made for a Participant shall be\ndeposited in the Company's general corporate account and shall be credited the\nParticipant's account under the Plan. No interest shall accrue or be credited\nwith respect to a Participant's Plan Contributions. All Plan Contributions\nreceived or held by the Company may be used by the Company for any corporate\npurpose, and the Company shall not be obligated to segregate or otherwise set\napart such Plan Contributions from any other corporate funds.\n\n         10.      Grant of Option.\n\n\n                  (a) On a Participant's Entry Date, subject to the limitations\nset forth in Sections 3(b) and 12(a), the Participant shall be granted an option\nto purchase on each subsequent Exercise Date during the Offering Period in which\nsuch Entry Date occurs (at the Exercise Price determined as provided in Section\n8 below) a number of shares of Common Stock determined by dividing such\nParticipant's Plan Contributions accumulated prior to such Exercise Date and\nretained in the Participant's account as of such Exercise Date by the lower of\n(i) the Applicable Percentage of the greater of (A) the Fair Market Value of a\nshare of Common Stock on the Offering Date or (B) the Fair Market Value of a\nshare of Common Stock on the Entry Date on which the Employee elects to become a\nParticipant within the Offering Period, or (ii) the Applicable Percentage of the\nFair Market Value of a share of Common Stock on such Exercise Date; provided,\nthat the maximum number of shares an Employee may purchase during any Exercise\nPeriod shall be (i) during calendar year 1998, 6,250 shares and (ii) thereafter,\n2,000 shares. The Fair Market Value of a share of Common Stock shall be\ndetermined as provided in Section 7(b).\n\n                  (b) The Fair Market Value of a share of Common Stock on a\ngiven date shall be determined by the Committee in its discretion; provided,\nthat if there is a public market for the Common Stock, the Fair Market Value per\nshare shall be either (i) the closing price of the Common Stock on such date\n(or, in the event that the Common Stock is not traded on such date, on the\nimmediately preceding trading date), as reported by the National Association of\nSecurities Dealers \n\n\n                                       5\n\n\nAutomated Quotation (Nasdaq) National Market System, (ii) if such price is not\nreported, the average of the bid and asked prices for the Common Stock on such\ndate (or, in the event that the Common Stock is not traded on such date, on the\nimmediately preceding trading date), as reported by Nasdaq, (iii) in the event\nthe Common Stock is listed on a stock exchange, the closing price of the Common\nStock on such exchange on such date (or, in the event that the Common Stock is\nnot traded on such date, on the immediately preceding trading date), as reported\nin The Wall Street Journal, or (iv) if no such quotations are available for a\ndate within a reasonable time prior to the valuation date, the value of the\nCommon Stock as determined by the Committee using any reasonable means. For\npurposes of the First Offering Date, the Fair Market Value of a share of Common\nStock shall be the Price to Public as set forth in the final prospectus filed by\nthe Company with the Securities and Exchange Commission pursuant to Rule 424\nunder the Securities Act of 1933, as amended.\n\n         11.      Exercise Price. The Exercise Price per share of Common Stock\noffered to each Participant in a given Offering Period shall be the lower of:\n(i) the Applicable Percentage of the greater of (A) the Fair Market Value of a\nshare of Common Stock on the Offering Date or (B) the Fair Market Value of a\nshare of Common Stock on the Entry Date on which the Employee elects to become a\nParticipant within the Offering Period or (ii) the Applicable Percentage of the\nFair Market Value of a share of Common Stock on the Exercise Date. The\nApplicable Percentage with respect to each Offering Period shall be 85%, unless\nand until such Applicable Percentage is increased by the Committee, in its sole\ndiscretion, provided that any such increase in the Applicable Percentage with\nrespect to a given Offering Period must be established not less than fifteen\n(15) days prior to the Offering Date thereof.\n\n         12.      Exercise of Options. Unless the Participant withdraws from the\nPlan as provided in Section 11, the Participant's option for the purchase of\nshares will be exercised automatically on each Exercise Date, and the maximum\nnumber of full shares subject to such option shall be purchased for the\nParticipant at the applicable Exercise Price with the accumulated Plan\nContributions then credited the Participant's account under the Plan. During a\nParticipant's lifetime, a Participant's option to purchase shares hereunder is\nexercisable only by the Participant.\n\n         13.      Delivery. As promptly as practicable after each Exercise Date,\nthe Company shall credit to each Participant's account the shares purchased upon\nexercise of such Participant's option. As promptly as practicable after receipt\nof a written request of a Participant (or the Participant's beneficiary), as\nappropriate, the Company shall deliver to the Participant (or the Participant's\nbeneficiary) a certificate or certificates representing shares held in the\nParticipant's account. Any amount remaining to the credit of a Participant's\naccount after the purchase of shares by such Participant on an Exercise Date, or\nwhich is insufficient to purchase a full share of Common Stock, shall be carried\nover to the next Exercise Period if the Participant continues to participate in\nthe Plan or, if the Participant does not continue to participate, shall be\nreturned to the Participant.\n\n         14.      Withdrawal; Termination of Employment.\n\n\n                  (a) A Participant may withdraw from the Plan at any time by\ngiving written notice to the Company. All of the Plan Contributions credited to\nthe Participant's account and not yet invested in Common Stock will be paid to\nthe Participant as soon as administratively practicable. After receipt of the\nParticipant's notice of withdrawal, the Participant's option to purchase shares\n\n\n                                       6\n\n\npursuant to the Plan automatically will be terminated, and no further payroll\ndeductions for the purchase of shares will be made for the Participant's\naccount. Payroll deductions will not resume on behalf of a Participant who has\nwithdrawn from the Plan (a 'Former Participant') unless the Former Participant\nenrolls in a subsequent Offering Period in accordance with Section 5(a).\n\n                  (b) Upon termination of the Participant's Continuous Status as\nan Employee prior to any Exercise Date for any reason, including retirement or\ndeath, the Plan Contributions credited to the Participant's account and not yet\ninvested in Common Stock will be returned to the Participant or, in the case of\ndeath, to the Participant's beneficiary as determined pursuant to Section 14,\nand the Participant's option to purchase shares under the Plan will\nautomatically terminate.\n\n                  (c) A Participant's withdrawal from an Offering Period will\nnot have any effect upon the Participant's eligibility to participate in\nsucceeding Offering Periods or in any similar plan which may hereafter be\nadopted by the Company.\n\n         15.      Stock.\n\n\n                  (a) The maximum number of shares of Common Stock that shall be\nmade available for sale under the Plan shall be One Million (1,000,000) shares,\nsubject to adjustment as provided in Section 17. Shares of Common Stock subject\nto the Plan may be newly issued shares or shares reacquired in private\ntransactions or open market purchases. If and to the extent that any right to\npurchase reserved shares shall not be exercised by any Participant for any\nreason or if such right to purchase shall terminate as provided herein, shares\nthat have not been so purchased hereunder shall again become available for the\npurpose of the Plan unless the Plan shall have been terminated, but all shares\nsold under the Plan, regardless of source, shall be counted against the\nlimitation set forth above.\n\n                  (b) A Participant will have no interest or voting right in\nshares covered by his option until such option has been exercised.\n\n                  (c) Shares to be delivered to a Participant under the Plan\nwill be registered in the name of the Participant or in the name of the\nParticipant and his or her spouse, as requested by the Participant.\n\n         16.      Administration.\n\n\n                  (a) The Plan shall be administered by the Committee. The\nCommittee shall have the authority to interpret the Plan, to prescribe, amend\nand rescind rules and regulations relating to the Plan, and to make all other\ndeterminations necessary or advisable for the administration of the Plan. The\nadministration, interpretation, or application of the Plan by the Committee\nshall be final, conclusive and binding upon all persons.\n\n                  (b) Notwithstanding the provisions of Subsection (a) of this\nSection 13, in the event that Rule 16b-3 promulgated under the Exchange Act or\nany successor provision thereto ('Rule 16b-3') provides specific requirements\nfor the administrators of plans of this type, the Plan shall only be\nadministered by such body and in such a manner as shall comply with the\napplicable \n\n\n                                       7\n\n\nrequirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion\nconcerning decisions regarding the Plan shall be afforded to any person that is\nnot 'disinterested' as that term is used in Rule 16b-3.\n\n         17.      Designation of Beneficiary.\n\n\n                  (a) A Participant may file a written designation of a\nbeneficiary who is to receive any shares and cash, if any, from the\nParticipant's account under the Plan in the event of the Participant's death\nsubsequent to an Exercise Date on which the Participant's option hereunder is\nexercised but prior to delivery to the Participant of such shares and cash. In\naddition, a Participant may file a written designation of a beneficiary who is\nto receive any cash from the Participant's account under the Plan in the event\nof the Participant's death prior to the exercise of the option.\n\n                  (b) A Participant's beneficiary designation may be changed by\nthe Participant at any time by written notice. In the event of the death of a\nParticipant and in the absence of a beneficiary validly designated under the\nPlan who is living at the time of such Participant's death, the Company shall\ndeliver such shares and\/or cash to the executor or administrator of the estate\nof the Participant, or if no such executor or administrator has been appointed\n(to the knowledge of the Company), the Company, in its discretion, may deliver\nsuch shares and\/or cash to the spouse or to any one or more dependents or\nrelatives of the Participant, or if no spouse, dependent or relative is known to\nthe Company, then to such other person as the Company may designate.\n\n         18.      Transferability. Neither Plan Contributions credited to a\nParticipant's account nor any rights to exercise any option or receive shares of\nCommon Stock under the Plan may be assigned, transferred, pledged or otherwise\ndisposed of in any way (other than by will or the laws of descent and\ndistribution, or as provided in Section 14). Any attempted assignment, transfer,\npledge or other distribution shall be without effect, except that the Company\nmay treat such act as an election to withdraw funds in accordance with Section\n11.\n\n         19.      Participant Accounts. Individual accounts will be maintained \nfor each Participant in the Plan to account for the balance of his Plan\nContributions and options issued and shares purchased under the Plan. Statements\nof account will be given to Participants semi-annually in due course following\neach Exercise Date. The statements will set forth the amounts of payroll\ndeductions, the per share purchase price, the number of shares purchased and the\nremaining cash balance, if any.\n\n         20.      Adjustments Upon Changes in Capitalization; Corporate \nTransactions.\n\n\n                  (a) If the outstanding shares of Common Stock are increased or\ndecreased, or are changed into or are exchanged for a different number of kind\nof shares, as a result of one or more reorganizations, restructurings,\nrecapitalizations, reclassifications, stock splits, reverse stock splits, stock\ndividends or the like, upon authorization of the Committee, appropriate\nadjustments shall be made in the number and\/or kind of shares, and the per-share\noption price thereof, which may be issued in the aggregate and to any\nParticipant upon exercise of options granted under the Plan.\n\n                  (b) In the event of the proposed dissolution or liquidation of\nthe Company, the Offering Period will terminate immediately prior to the\nconsummation of such proposed action, \n\n\n                                       8\n\n\nunless otherwise provided by the Committee. In the event of a proposed sale of\nall or substantially all of the Company's assets, or the merger of the Company\nwith or into another corporation (each, a 'Sale Transaction'), each option under\nthe Plan shall be assumed or an equivalent option shall be substituted by such\nsuccessor corporation or a parent or subsidiary of such successor corporation,\nunless the Committee determines, in the exercise of its sole discretion and in\nlieu of such assumption or substitution, to shorten the Exercise Period then in\nprogress by setting a new Exercise Date (the 'New Exercise Date'). If the\nCommittee shortens the Exercise Period then in progress in lieu of assumption or\nsubstitution in the event of a Sale Transaction, the Committee shall notify each\nParticipant in writing, at least ten (10) days prior to the New Exercise Date,\nthat the exercise date for such Participant's option has been changed to the New\nExercise Date and that such Participant's option will be exercised automatically\non the New Exercise Date, unless prior to such date the Participant has\nwithdrawn from the Plan as provided in Section 11. For purposes of this Section\n17(b), an option granted under the Plan shall be deemed to have been assumed if,\nfollowing the Sale Transaction, the option confers the right to purchase, for\neach share of option stock subject to the option immediately prior to the Sale\nTransaction, the consideration (whether stock, cash or other securities or\nproperty) received in the Sale Transaction by holders of Common Stock for each\nshare of Common Stock held on the effective date of the Sale Transaction (and if\nsuch holders were offered a choice of consideration, the type of consideration\nchosen by the holders of a majority of the outstanding shares of Common Stock);\nprovided, that if the consideration received in the Sale Transaction was not\nsolely common stock of the successor corporation or its parent (as defined in\nSection 424(e) of the Code), the Committee may, with the consent of the\nsuccessor corporation and the Participant, provide for the consideration to be\nreceived upon exercise of the option to be solely common stock of the successor\ncorporation or its parent equal in fair market value to the per share\nconsideration received by the holders of Common Stock in the Sale Transaction.\n\n                  (c) In all cases, the Committee shall have sole discretion to\nexercise any of the powers and authority provided under this Section 17, and the\nCommittee's actions hereunder shall be final and binding on all Participants. No\nfractional shares of stock shall be issued under the Plan pursuant to any\nadjustment authorized under the provisions of this Section 17.\n\n         21.      Amendment of the Plan. The Board or the Committee may at any \ntime, or from time to time, amend the Plan in any respect; provided, that (i) no\nsuch amendment may make any change in any option theretofore granted which\nadversely affects the rights of any Participant and (ii) the Plan may not be\namended in any way that will cause rights issued under the Plan to fail to meet\nthe requirements for employee stock purchase plans as defined in Section 423 of\nthe Code or any successor thereto. To the extent necessary to comply with Rule\n16b-3 under the Exchange Act, Section 423 of the Code, or any other applicable\nlaw or regulation), the Company shall obtain shareholder approval of any such\namendment.\n\n         22.      Termination of the Plan.\n\n\n         The Plan and all rights of Employees hereunder shall terminate on the\nearliest of:\n\n                  (a) the Exercise Date that Participants become entitled to\npurchase a number of shares greater than the number of reserved shares remaining\navailable for purchase under the Plan;\n\n\n                                       9\n\n\n                  (b) such date as is determined by the Board in its discretion;\nor\n\n                  (c) the last Exercise Date immediately preceding the tenth \n(10th) anniversary of the Plan's effective date.\n\n         In the event that the Plan terminates under circumstances described in\nSection 19(a) above, reserved shares remaining as of the termination date shall\nbe sold to Participants on a pro rata basis.\n\n         23.      Notices. All notices or other communications by a Participant \nto the Company under or in connection with the Plan shall be deemed to have been\nduly given when received in the form specified by the Company at the location,\nor by the person, designated by the Company for the receipt thereof.\n\n         24. Effective Date. Subject to adoption of the Plan by the Board, the\nPlan shall become effective on the First Exercise Date. The Board shall submit\nthe Plan to the shareholders of the Company for approval within twelve months\nafter the date the Plan is adopted by the Board. If such shareholder approval is\nnot obtained, the Plan and all rights of Participants under the Plan shall be\nnull and void and shall have no effect.\n\n         25. Conditions Upon Issuance of Shares.\n\n\n                  (a) The Plan, the grant and exercise of options to purchase\nshares under the Plan, and the Company's obligation to sell and deliver shares\nupon the exercise of options to purchase shares shall be subject to compliance\nwith all applicable federal, state and foreign laws, rules and regulations and\nthe requirements of any stock exchange on which the shares may then be listed.\n\n                  (b) The Company may make such provisions as it deems\nappropriate for withholding by the Company pursuant to federal or state tax laws\nof such amounts as the Company determines it is required to withhold in\nconnection with the purchase or sale by a Participant of any Common Stock\nacquired pursuant to the Plan. The Company may require a Participant to satisfy\nany relevant tax requirements before authorizing any issuance of Common Stock to\nsuch Participant.\n\n         26. Expenses of the Plan. All cost and expenses incurred in\nadministering the Plan shall be paid by the Company, except that any stamp\nduties or transfer taxes applicable to participation in the Plan may be charged\nto the account of such Participant by the Company.\n\n         27. No Employment Rights. The Plan does not, directly or indirectly,\ncreate any right for the benefit of any employee or class of employees to\npurchase any shares under the Plan, or create in any employee or class of\nemployees any right with respect to continuation of employment by the Company,\nand it shall not be deemed to interfere in any way with the Company's right to\nterminate, or otherwise modify, an employee's employment at any time.\n\n         28. Applicable Law. The laws of the State of Delaware shall govern all\nmatter relating to this Plan except to the extent (if any) superseded by the\nlaws of the United States.\n\n\n                                       10\n\n\n         29. Additional Restrictions of Rule 16b-3. The terms and conditions of\noptions granted hereunder to, and the purchase of shares by, persons subject to\nSection 16 of the Exchange Act shall comply with the applicable provisions of\nRule 16b-3. This Plan shall be deemed to contain, and such options shall\ncontain, and the shares issued upon exercise thereof shall be subject to, such\nadditional conditions and restrictions as may be required by Rule 16b-3 to\nqualify for the maximum exemption from Section 16 of the Exchange Act with\nrespect to Plan transactions.\n\n\nAs amended September 1999\n\n\n                                       11\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8900],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38269","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sportslinecom-inc","corporate_contracts_industries-technology__programming","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\/38269","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=38269"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38269"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38269"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38269"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}