{"id":38335,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-employee-stock-purchase-plan-expedia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-expedia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-expedia-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Expedia Inc."},"content":{"rendered":"<pre>\n                                 EXPEDIA, INC.\n\n                       1999 EMPLOYEE STOCK PURCHASE PLAN\n                     \n                     As approved by the Board of Directors\n                          on October 19, 1999 and the\n                        Shareholder on October 20, 1999\n\n\n     Expedia, Inc. (the \"Company\") does hereby establish its 1999 Employee Stock\nPurchase Plan as follows:\n\n     1.   Purpose of the Plan.  The purpose of this Plan is to provide\n          -------------------                                         \neligible employees who wish to become shareholders in the Company a convenient\nmethod of doing so.  It is believed that employee participation in the ownership\nof the business will be to the mutual benefit of both the employees and the\nCompany.\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, and (b)\nemployees whose customary employment is for not more than five months in any\ncalendar year.\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,\n2000.  Thereafter, offerings shall commence on each subsequent July 1 and\nJanuary 1, and the final offering under this Plan shall commence on July 1, 2005\nand terminate on December 31, 2005.  In order to become eligible to purchase\nshares, an employee must sign an Enrollment Agreement, and any other necessary\npapers on or before the commencement date (January 1 or July 1) of the\nparticular offering in which he wishes to participate.  Participation in one\noffering under the Plan shall neither limit, nor require, participation in any\nother 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     \n\n\n    \nthe last business day of the offering. Fair market value shall mean the closing\nbid price as reported on the National Association of Securities Dealers\nAutomated Quotation System or, if the stock is traded on a stock exchange, the\nclosing 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 will\n          ------------------------------\nbe offered under the Plan is 300,000 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 authorizations therefor shall be reduced accordingly and\nthe Company shall give written notice of such reduction to each employee\naffected 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     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 the rate of 2%, 4%, 6%,\n8%, or 10% of his base pay.\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                                      -2-\n\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.\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 one other person designated by\nthe participant, as joint tenants with right of survivorship, tenants in common,\nor community property, to the extent and in the manner permitted by applicable\nlaw.\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                                      -3-\n\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 such\naction is taken by the employee, or any claim is asserted by any other party in\nrespect of such right and interest whether by garnishment, levy, attachment or\notherwise, such action or claim will be treated as an election to withdraw funds\nin 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 to amend, modify, or terminate the Plan at any time without notice,\nprovided that no employee's existing rights under any offering already made\nunder Section 4 hereof may be adversely affected thereby, and provided further\nthat no such amendment of the Plan shall, except as provided in Section 20,\nincrease above 60,000 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     \n\n                                      -4-\n\n    \nadjustment, if any, as it may deem appropriate in the number, kind, and the\nprice of shares available for purchase under the Plan, and in the number of\nshares which an employee is entitled 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 shall\nbe vested with full authority to make, administer, and interpret such rules and\nregulations as it deems necessary to administer the Plan, and any determination,\ndecision, or action of the administrator in connection with the construction,\ninterpretation, administration, or application of the Plan shall be final,\nconclusive, and binding upon all participants and any and all persons claiming\nunder 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, 2005;\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                                      -5-\n\n    \n          24.3  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     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                                      -6-\n                                      -29-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7491],"corporate_contracts_industries":[9525],"corporate_contracts_types":[9539,9545],"class_list":["post-38335","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-expedia-inc","corporate_contracts_industries-transportation__services","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\/38335","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=38335"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38335"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38335"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38335"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}