{"id":38297,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-employee-stock-purchase-plan-com21-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-employee-stock-purchase-plan-com21-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-employee-stock-purchase-plan-com21-inc.html","title":{"rendered":"1998 Employee Stock Purchase Plan &#8211; Com21 Inc."},"content":{"rendered":"<pre>\n                                  COM21, INC.\n                       1998 EMPLOYEE STOCK PURCHASE PLAN\n\n\n       I.        PURPOSE OF THE PLAN\n\n                 This Employee Stock Purchase Plan is intended to promote the\ninterests of Com21, Inc. by providing eligible employees with the opportunity\nto acquire a proprietary interest in the Corporation through participation in a\npayroll-deduction based employee stock purchase plan designed to qualify under\nSection 423 of the Code.\n\n                 Capitalized terms herein shall have the meanings assigned to\nsuch terms in the attached Appendix.\n\n     II.         ADMINISTRATION OF THE PLAN\n\n                 The Plan Administrator shall have full authority to interpret\nand construe any provision of the Plan and to adopt such rules and regulations\nfor administering the Plan as it may deem necessary in order to comply with the\nrequirements of Code Section 423.  Decisions of the Plan Administrator shall be\nfinal and binding on all parties having an interest in the Plan.\n\n     III.        STOCK SUBJECT TO PLAN\n\n                 A.       The stock purchasable under the Plan shall be shares\nof authorized but unissued or reacquired Common Stock, including shares of\nCommon Stock purchased on the open market.  The maximum number of shares of\nCommon Stock which may be issued over the term of the Plan shall not exceed Two\nHundred Fifty Thousand (250,000) shares.\n\n                 B.       Should any change be made to the Common Stock by\nreason of any stock split, stock dividend, recapitalization, combination of\nshares, exchange of shares or other change affecting the outstanding Common\nStock as a class without the Corporation's receipt of consideration,\nappropriate adjustments shall be made to (i) the maximum number and class of\nsecurities issuable under the Plan, (ii) the maximum number and class of\nsecurities purchasable per Participant on any one Purchase Date and (iii) the\nnumber and class of securities and the price per share in effect under each\noutstanding purchase right in order to prevent the dilution or enlargement of\nbenefits thereunder.\n\n     IV.         OFFERING PERIODS\n\n                 A.       Shares of Common Stock shall be offered for purchase\nunder the Plan through a series of successive offering periods until such time\nas (i) the maximum number of shares of Common Stock available for issuance\nunder the Plan shall have been purchased or (ii) the Plan shall have been\nsooner terminated.\n\n\n                 B.       Each offering period shall be of such duration (not\nto exceed twenty-four (24) months) as determined by the Plan Administrator\nprior to the start date of such offering period.  However, the initial offering\nperiod shall commence at the Effective Time and terminate on the last business\nday in April 2000.  The next offering period shall commence on the first\nbusiness day in May 2000, and subsequent offering periods shall commence as\ndesignated by the Plan Administrator.\n\n                 C.       Each offering period shall be comprised of a series\nof one or more successive Purchase Intervals.  Purchase Intervals shall run\nfrom the first business day in May each year to the last business day in\nOctober of the same year and from the first business day in November each year\nto the last business day in April of the following year.  However, the first\nPurchase Interval in effect under the initial offering period shall commence at\nthe Effective Time and terminate on the last business day in October 1998.\n\n                 D.       Should the Fair Market Value per share of Common\nStock on any Purchase Date within an offering period be less than the Fair\nMarket Value per share of Common Stock on the start date of that offering\nperiod, then that offering period shall automatically terminate immediately\nafter the purchase of shares of Common Stock on such Purchase Date, and a new\noffering period shall commence on the next business day following such Purchase\nDate.  The new offering period shall have a duration of twenty (24) months,\nunless a shorter duration is established by the Plan Administrator within five\n(5) business days following the start date of that offering period.\n\n       V.        ELIGIBILITY\n\n                 A.       Each individual who is an Eligible Employee on the\nstart date of any offering period under the Plan may enter that offering period\non such start date or on any subsequent Semi-Annual Entry Date within that\noffering period, provided he or she remains an Eligible Employee.\n\n                 B.       Each individual who first becomes an Eligible\nEmployee after the start date of an offering period may enter that offering\nperiod on any subsequent Semi-Annual Entry Date within that offering period on\nwhich he or she is an Eligible Employee.\n\n                 C.       The date an individual enters an offering period\nshall be designated his or her Entry Date for purposes of that offering period.\n\n                 D.       To participate in the Plan for a particular offering\nperiod, the Eligible Employee must complete the enrollment forms prescribed by\nthe Plan Administrator (including a stock purchase agreement and a payroll\ndeduction authorization) and file such forms with the Plan Administrator (or\nits designate) on or before his or her scheduled Entry Date.\n\n\n\n\n                                       2.\n\n     VI.         PAYROLL DEDUCTIONS\n\n                 A.       The payroll deduction authorized by the Participant\nfor purposes of acquiring shares of Common Stock during an offering period may\nbe any multiple of one percent (1%) of the Base Salary paid to the Participant\nduring each Purchase Interval within that offering period, up to a maximum of\nten percent (10%).  The deduction rate so authorized shall continue in effect\nthroughout the offering period, except to the extent such rate is changed in\naccordance with the following guidelines:\n\n                               (i)         The Participant may, at any time\n         during the offering period, reduce his or her rate of payroll\n         deduction to become effective as soon as possible after filing the\n         appropriate form with the Plan Administrator.  The Participant may\n         not, however, effect more than one (1) such reduction per Purchase\n         Interval.\n\n                              (ii)         The Participant may, prior to the\n         commencement of any new Purchase Interval within the offering period,\n         increase the rate of his or her payroll deduction by filing the\n         appropriate form with the Plan Administrator.  The new rate (which may\n         not exceed the ten percent (10%) maximum) shall become effective on\n         the start date of the first Purchase Interval following the filing of\n         such form.\n\n                 B.       Payroll deductions shall begin on the first pay day\nfollowing the Participant's Entry Date into the offering period and shall\n(unless sooner terminated by the Participant) continue through the pay day\nending with or immediately prior to the last day of that offering period.  The\namounts so collected shall be credited to the Participant's book account under\nthe Plan, but no interest shall be paid on the balance from time to time\noutstanding in such account.  The amounts collected from the Participant shall\nnot be required to be held in any segregated account or trust fund and may be\ncommingled with the general assets of the Corporation and used for general\ncorporate purposes.\n\n                 C.       Payroll deductions shall automatically cease upon the\ntermination of the Participant's purchase right in accordance with the\nprovisions of the Plan.\n\n                 D.       The Participant's acquisition of Common Stock under\nthe Plan on any Purchase Date shall neither limit nor require the Participant's\nacquisition of Common Stock on any subsequent Purchase Date, whether within the\nsame or a different offering period.\n\n\n\n\n\n                                       3.\n\n\n     VII.        PURCHASE RIGHTS\n\n                 A.       GRANT OF PURCHASE RIGHT.  A Participant shall be\ngranted a separate purchase right for each offering period in which he or she\nparticipates.  The purchase right shall be granted on the Participant's Entry\nDate into the offering period and shall provide the Participant with the right\nto purchase shares of Common Stock, in a series of successive installments over\nthe remainder of such offering period, upon the terms set forth below.  The\nParticipant shall execute a stock purchase agreement embodying such terms and\nsuch other provisions (not inconsistent with the Plan) as the Plan\nAdministrator may deem advisable.\n\n                 Under no circumstances shall purchase rights be granted under\nthe Plan to any Eligible Employee if such individual would, immediately after\nthe grant, own (within the meaning of Code Section 424(d)) or hold outstanding\noptions or other rights to purchase, stock possessing five percent (5%) or more\nof the total combined voting power or value of all classes of stock of the\nCorporation or any Corporate Affiliate.\n\n                 B.       EXERCISE OF THE PURCHASE RIGHT.  Each purchase right\nshall be automatically exercised in installments on each successive Purchase\nDate within the offering period, and shares of Common Stock shall accordingly\nbe purchased on behalf of each Participant (other than Participants whose\npayroll deductions have previously been refunded pursuant to the Termination of\nPurchase Right provisions below) on each such Purchase Date.  The purchase\nshall be effected by applying the Participant's payroll deductions for the\nPurchase Interval ending on such Purchase Date to the purchase of whole shares\nof Common Stock at the purchase price in effect for the Participant for that\nPurchase Date.\n\n                 C.       PURCHASE PRICE.  The purchase price per share at\nwhich Common Stock will be purchased on the Participant's behalf on each\nPurchase Date within the offering period shall be equal to eighty-five percent\n(85%) of the lower of (i) the Fair Market Value per share of Common Stock on\nthe Participant's Entry Date into that offering period or (ii) the Fair Market\nValue per share of Common Stock on that Purchase Date.\n\n                 D.       NUMBER OF PURCHASABLE SHARES.  The number of shares\nof Common Stock purchasable by a Participant on each Purchase Date during the\noffering period shall be the number of whole shares obtained by dividing the\namount collected from the Participant through payroll deductions during the\nPurchase Interval ending with that Purchase Date by the purchase price in\neffect for the Participant for that Purchase Date.  However, the maximum number\nof shares of Common Stock purchasable per Participant on any one Purchase Date\nshall not exceed One Thousand Five Hundred (1,500) shares, subject to periodic\nadjustments in the event of certain changes in the Corporation's\ncapitalization. In addition, the maximum aggregate number of shares of Common\nStock purchasable by all Participants on any one Purchase Date shall not exceed\nSixty Thousand (60,000) shares, subject to periodic adjustments in the event of\ncertain changes in the Corporation's capitalization.\n\n\n\n\n\n                                       4.\n\n\n                 E.       EXCESS PAYROLL DEDUCTIONS.  Any payroll deductions\nnot applied to the  purchase of shares of Common Stock on any Purchase Date\nbecause they are not sufficient to purchase a whole share of Common Stock shall\nbe held for the purchase of Common Stock on the next Purchase Date.  However,\nany payroll deductions not applied to the purchase of Common Stock by reason of\nthe limitation on the maximum number of shares purchasable on the Purchase Date\nshall be promptly refunded.\n\n                 F.       TERMINATION OF PURCHASE RIGHT.  The following\nprovisions shall govern the termination of outstanding purchase rights:\n\n                               (i)         A Participant may, at any time prior\n         to the next scheduled Purchase Date in the offering period, terminate\n         his or her outstanding purchase right by filing the appropriate form\n         with the Plan Administrator (or its designate), and no further payroll\n         deductions shall be collected from the Participant with respect to the\n         terminated purchase right.  Any payroll deductions collected during\n         the Purchase Interval in which such termination occurs shall, at the\n         Participant's election, be immediately refunded or held for the\n         purchase of shares on the next Purchase Date.  If no such election is\n         made at the time such purchase right is terminated, then the payroll\n         deductions collected with respect to the terminated right shall be\n         refunded as soon as possible.\n\n                              (ii)         The termination of such purchase\n         right shall be irrevocable, and the Participant may not subsequently\n         rejoin the offering period for which the terminated purchase right was\n         granted.  In order to resume participation in any subsequent offering\n         period, such individual must re-enroll in the Plan (by making a timely\n         filing of the prescribed enrollment forms) on or before his or her\n         scheduled Entry Date into that offering period.\n\n                             (iii)         Should the Participant cease to\n         remain an Eligible Employee for any reason (including death,\n         disability or change in status) while his or her purchase right\n         remains outstanding, then that purchase right shall immediately\n         terminate, and all of the Participant's payroll deductions for the\n         Purchase Interval in which the purchase right so terminates shall be\n         immediately refunded.  However, should the Participant cease to remain\n         in active service by reason of an approved unpaid leave of absence,\n         then the Participant shall have the right, exercisable up until the\n         last business day of the Purchase Interval in which such leave\n         commences, to (a) withdraw all the payroll deductions collected to\n         date on his or her behalf for that Purchase Interval or (b) have such\n         funds held for the purchase of shares on his or her behalf on the next\n         scheduled Purchase Date.  In no event, however, shall any further\n         payroll deductions be collected on the Participant's behalf during\n         such leave.  Upon the Participant's return to active service within\n         (i) ninety (90) days following the commencement of such leave or, if\n         longer, the period during which such Participant's right to\n         reemployment with the Corporation is guaranteed by either statute or\n         contract, his or her payroll\n\n\n\n\n\n                                       5.\n\n\n         deductions under the Plan shall automatically resume at the rate in\n         effect at the time the leave began, unless the Participant withdraws\n         from the Plan prior to his or her return.  If the Participant's leave\n         of absence, whether paid or unpaid, (i) exceeds ninety (90) days and\n         (ii) is not guaranteed by either statute or contract, then the\n         Participant's status as an Eligible Employee will be deemed to have\n         terminated on the ninety-first (91st) day of such leave, and such\n         Participant's purchase right for the offering period in which such\n         leave began shall thereupon terminate.  An individual who returns to\n         active employment following such a leave will be treated as a new\n         employee for purposes of participating in the Plan and will\n         accordingly have a new Entry Date.  Such an individual must re-enroll\n         in the Plan (by making a timely filing of the prescribed enrollment\n         forms) on or before his or her scheduled Entry Date into the offering\n         period.\n\n                 G.       CORPORATE TRANSACTION.  Each outstanding purchase\nright shall automatically be exercised, immediately prior to the effective date\nof any Corporate Transaction, by applying the payroll deductions of each\nParticipant for the Purchase Interval in which such Corporate Transaction\noccurs to the purchase of whole shares of Common Stock at a purchase price per\nshare equal to eighty-five percent (85%) of the lower of (i) the Fair Market\nValue per share of Common Stock on the Participant's Entry Date into the\noffering period in which such Corporate Transaction occurs or (ii) the Fair\nMarket Value per share of Common Stock immediately prior to the effective date\nof such Corporate Transaction.  However, the applicable limitation on the\nnumber of shares of Common Stock purchasable per Participant and in the\naggregate shall continue to apply to any such purchase.\n\n                 The Corporation shall use its best efforts to provide at least\nten (10)-days prior written notice of the occurrence of any Corporate\nTransaction, and Participants shall, following the receipt of such notice, have\nthe right to terminate their outstanding purchase rights prior to the effective\ndate of the Corporate Transaction.\n\n                 H.       PRORATION OF PURCHASE RIGHTS.  Should the total\nnumber of shares of Common Stock to be purchased pursuant to outstanding\npurchase rights on any particular date exceed the number of shares then\navailable for issuance under the Plan, the Plan Administrator shall make a\npro-rata allocation of the available shares on a uniform and nondiscriminatory\nbasis, and the payroll deductions of each Participant, to the extent in excess\nof the aggregate purchase price payable for the Common Stock pro-rated to such\nindividual, shall be refunded.\n\n                 I.       ASSIGNABILITY.  The purchase right shall be\nexercisable only by the Participant and shall not be assignable or transferable\nby the Participant.\n\n                 J.       STOCKHOLDER RIGHTS.  A Participant shall have no\nstockholder rights with respect to the shares subject to his or her outstanding\npurchase right until the shares are purchased on the Participant's behalf in\naccordance with the provisions of the Plan and the Participant has become a\nholder of record of the purchased shares.\n\n\n\n\n\n                                       6.\n\n\n   VIII.         ACCRUAL LIMITATIONS\n\n                 A.       No Participant shall be entitled to accrue rights to\nacquire Common Stock pursuant to any purchase right outstanding under this Plan\nif and to the extent such accrual, when aggregated with (i) rights to purchase\nCommon Stock accrued under any other purchase right granted under this Plan and\n(ii) similar rights accrued under other employee stock purchase plans (within\nthe meaning of Code Section 423) of the Corporation or any Corporate Affiliate,\nwould otherwise permit such Participant to purchase more than Twenty-Five\nThousand Dollars ($25,000) worth of stock of the Corporation or any Corporate\nAffiliate (determined on the basis of the Fair Market Value per share on the\ndate or dates such rights are granted) for each calendar year such rights are\nat any time outstanding.\n\n                 B.       For purposes of applying such accrual limitations to\nthe purchase rights granted under the Plan, the following provisions shall be\nin effect:\n\n                               (i)         The right to acquire Common Stock\n         under each outstanding purchase right shall accrue in a series of\n         installments on each successive Purchase Date during the offering\n         period on which such right remains outstanding.\n\n                              (ii)         No right to acquire Common Stock\n         under any outstanding purchase right shall accrue to the extent the\n         Participant has already accrued in the same calendar year the right to\n         acquire Common Stock under one (1) or more other purchase rights at a\n         rate equal to Twenty-Five Thousand Dollars ($25,000) worth of Common\n         Stock (determined on the basis of the Fair Market Value per share on\n         the date or dates of grant) for each calendar year such rights were at\n         any time outstanding.\n\n                 C.       If by reason of such accrual limitations, any\npurchase right of a Participant does not accrue for a particular Purchase\nInterval, then the payroll deductions which the Participant made during that\nPurchase Interval with respect to such purchase right shall be promptly\nrefunded.\n\n                 D.       In the event there is any conflict between the\nprovisions of this Article and one or more provisions of the Plan or any\ninstrument issued thereunder, the provisions of this Article shall be\ncontrolling.\n\n     IX.         EFFECTIVE DATE AND TERM OF THE PLAN\n\n                 A.       The Plan was adopted by the Board on November 21,\n1997 and shall become effective at the Effective Time, provided no purchase\nrights granted under the Plan shall be exercised, and no shares of Common Stock\nshall be issued hereunder, until (i) the Plan shall have been approved by the\nstockholders of the Corporation and (ii) the Corporation shall have complied\nwith all applicable requirements of the 1933 Act (including the registration of\nthe shares\n\n\n\n\n\n                                       7.\n\n\nof Common Stock issuable under the Plan on a Form S-8 registration statement\nfiled with the Securities and Exchange Commission), all applicable listing\nrequirements of any stock exchange (or the Nasdaq National Market, if\napplicable) on which the Common Stock is listed for trading and all other\napplicable requirements established by law or regulation.  In the event such\nstockholder approval is not obtained, or such compliance is not effected,\nwithin twelve (12) months after the date on which the Plan is adopted by the\nBoard, the Plan shall terminate and have no further force or effect, and all\nsums collected from Participants during the initial offering period hereunder\nshall be refunded.\n\n                 B.       Unless sooner terminated by the Board, the Plan shall\nterminate upon the earliest of (i) the last business day in April 2008, (ii)\nthe date on which all shares available for issuance under the Plan shall have\nbeen sold pursuant to purchase rights exercised under the Plan or (iii) the\ndate on which all purchase rights are exercised in connection with a Corporate\nTransaction.  No further purchase rights shall be granted or exercised, and no\nfurther payroll deductions shall be collected, under the Plan following such\ntermination.\n\n       X.        AMENDMENT OF THE PLAN\n\n                 The Board may alter, amend, suspend or discontinue the Plan at\nany time to become effective immediately following the close of any Purchase\nInterval.  However, the Board may not, without the approval of the\nCorporation's stockholders, (i) increase the number of shares of Common Stock\nissuable under the Plan or the maximum number of shares purchasable per\nParticipant on any one Purchase Date, except for permissible adjustments in the\nevent of certain changes in the Corporation's capitalization, (ii) alter the\npurchase price formula so as to reduce the purchase price payable for the\nshares of Common Stock purchasable under the Plan or (iii) modify eligibility\nrequirements for participation in the Plan.\n\n         XI.     GENERAL PROVISIONS\n\n                 A.       All costs and expenses incurred in the administration\nof the Plan shall be paid by the Corporation; however, each Plan Participant\nshall bear all costs and expenses incurred by such individual in the sale or\nother disposition of any shares purchased under the Plan.\n\n                 B.       Nothing in the Plan shall confer upon the Participant\nany right to continue in the employ of the Corporation or any Corporate\nAffiliate for any period of specific duration or interfere with or otherwise\nrestrict in any way the rights of the Corporation (or any Corporate Affiliate\nemploying such person) or of the Participant, which rights are hereby expressly\nreserved by each, to terminate such person's employment  at any time for any\nreason, with or without cause.\n\n                 C.       The provisions of the Plan shall be governed by the\nlaws of the State of California without resort to that State's conflict-of-laws\nrules.\n\n\n\n\n\n                                       8.\n\n\n                                   SCHEDULE A\n\n                         CORPORATIONS PARTICIPATING IN\n                          EMPLOYEE STOCK PURCHASE PLAN\n                            AS OF THE EFFECTIVE TIME\n\n                                  COM21, Inc.\n\n\n\n\n\n\n                                    APPENDIX\n\n\n                 The following definitions shall be in effect under the Plan:\n\n                 A.       BASE SALARY shall mean the (i) regular base salary\npaid to a Participant by one or more Participating Companies during such\nindividual's period of participation in one or more offering periods under the\nPlan plus (ii) any pre-tax contributions made by the Participant to any Code\nSection 401(k) salary deferral plan or any Code Section 125 cafeteria benefit\nprogram now or hereafter established by the Corporation or any Corporate\nAffiliate.  The following items of compensation shall NOT be included in Base\nSalary:  (i) all overtime payments, bonuses, commissions (other than those\nfunctioning as base salary equivalents), profit-sharing distributions and other\nincentive-type payments and (ii) any and all contributions (other than Code\nSection 401(k) or Code Section 125 contributions) made on the Participant's\nbehalf by the Corporation or any Corporate Affiliate under any employee benefit\nor welfare plan now or hereafter established.\n\n                 B.       BOARD shall mean the Corporation's Board of\nDirectors.\n\n                 C.       CODE shall mean the Internal Revenue Code of 1986, as\namended.\n\n                 D.       COMMON STOCK shall mean the Corporation's common\nstock.\n\n                 E.       CORPORATE AFFILIATE shall mean any parent or\nsubsidiary corporation of the Corporation (as determined in accordance with\nCode Section 424), whether now existing or subsequently established.\n\n                 F.       CORPORATE TRANSACTION shall mean either of the\nfollowing stockholder-approved transactions to which the Corporation is a\nparty:\n\n                      (i)         a merger or consolidation in which securities\n         possessing more than fifty percent (50%) of the total combined voting\n         power of the Corporation's outstanding securities are transferred to a\n         person or persons different from the persons holding those securities\n         immediately prior to such transaction, or\n\n                      (ii)        the sale, transfer or other disposition of\n         all or substantially all of the assets of the Corporation in complete\n         liquidation or dissolution of the Corporation.\n\n                 G.       CORPORATION shall mean Com21, Inc., a Delaware\ncorporation, and any corporate successor to all or substantially all of the\nassets or voting stock of Com21, Inc. which shall by appropriate action adopt\nthe Plan.\n\n\n\n\n\n                                      A-1.\n\n\n                 H.       EFFECTIVE TIME shall mean the time at which the\nUnderwriting Agreement is executed and finally priced.  Any Corporate Affiliate\nwhich becomes a Participating Corporation after such Effective Time shall\ndesignate a subsequent Effective Time with respect to its\nemployee-Participants.\n\n                 I.       ELIGIBLE EMPLOYEE shall mean any person who is\nemployed by a Participating Corporation on a basis under which he or she is\nregularly expected to render more than twenty (20) hours of service per week\nfor more than five (5) months per calendar year for earnings considered wages\nunder Code Section 3401(a).\n\n                 J.       ENTRY DATE shall mean the date an Eligible Employee\nfirst commences participation in the offering period in effect under the Plan.\nThe earliest Entry Date under the Plan shall be the Effective Time.\n\n                 K.       FAIR MARKET VALUE per share of Common Stock on any\nrelevant date shall be determined in accordance with the following provisions:\n\n                      (i)         If the Common Stock is at the time traded on\n         the Nasdaq National Market, then the Fair Market Value shall be the\n         closing selling price per share of Common Stock on the date in\n         question, as such price is reported by the National Association of\n         Securities Dealers on the Nasdaq National Market or any successor\n         system.  If there is no closing selling price for the Common Stock on\n         the date in question, then the Fair Market Value shall be the closing\n         selling price on the last preceding date for which such quotation\n         exists.\n\n                      (ii)        If the Common Stock is at the time listed on\n         any Stock  Exchange, then the Fair Market Value shall be the closing\n         selling price per share of Common Stock on the date in question on the\n         Stock Exchange determined by the Plan Administrator to be the primary\n         market for the Common Stock, as such price is officially quoted in the\n         composite tape of transactions on such exchange.  If there is no\n         closing selling price for the Common Stock on the date in question,\n         then the Fair Market Value shall be the closing selling price  on the\n         last preceding date for which such quotation exists.\n\n                    (iii)         For purposes of the initial offering period\n         which begins at the Effective Time, the Fair Market Value shall be\n         deemed to be equal to the price per share at which the Common Stock is\n         sold in the initial public offering pursuant to the Underwriting\n         Agreement.\n\n                 L.       1933 ACT shall mean the Securities Act of 1933, as\namended.\n\n                 M.       PARTICIPANT shall mean any Eligible Employee of a\nParticipating Corporation who is actively participating in the Plan.\n\n\n\n\n\n                                      A-2.\n\n\n                 N.       PARTICIPATING CORPORATION shall mean the Corporation\nand such Corporate Affiliate or Affiliates as may be authorized from time to\ntime by the Board to extend the benefits of the Plan to their Eligible\nEmployees.  The Participating Corporations in the Plan are listed in attached\nSchedule A.\n\n                 O.       PLAN shall mean the Corporation's 1998 Employee Stock\nPurchase Plan, as set forth in this document.\n\n                 P.       PLAN ADMINISTRATOR shall mean the committee of two\n(2) or more Board members appointed by the Board to administer the Plan.\n\n                 Q.       PURCHASE DATE shall mean the last business day of\neach Purchase Interval.  The initial Purchase Date shall be July 31, 1998.\n\n                 R.       PURCHASE INTERVAL shall mean each successive six\n(6)-month period within the offering period at the end of which there shall be\npurchased shares of Common Stock on behalf of each Participant.\n\n                 S.       SEMI-ANNUAL ENTRY DATE shall mean the first business\nday in May and November each year on which an Eligible Employee may first enter\nan offering period.\n\n                 T.       STOCK EXCHANGE shall mean either the American Stock\nExchange or the New York Stock Exchange.\n\n                 U.       UNDERWRITING AGREEMENT shall mean the agreement\nbetween the Corporation and the underwriter or underwriters managing the\ninitial public offering of the Common Stock.\n\n\n\n\n\n                                      A-3.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38297","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-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\/38297","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=38297"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38297"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38297"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38297"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}