{"id":38338,"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-liberate-technologie2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-liberate-technologie2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-liberate-technologie2.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Liberate Technologies"},"content":{"rendered":"<pre>                              LIBERATE TECHNOLOGIES\n\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n\n                            (AS ADOPTED MAY 17, 1999)\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                        Page\n                                                                        ----\n                                                                     \nSECTION 1.  PURPOSE OF THE PLAN...........................................1\n\nSECTION 2.  ADMINISTRATION OF THE PLAN....................................1\n         (a)  Committee Composition.......................................1\n         (b)  Committee Responsibilities..................................1\n\nSECTION 3.  ENROLLMENT AND PARTICIPATION..................................1\n         (a)  Offering Periods............................................1\n         (b)  Enrollment..................................................1\n         (c)  Duration of Participation...................................1\n\nSECTION 4.  EMPLOYEE CONTRIBUTIONS........................................2\n         (a)  Frequency of Payroll Deductions.............................2\n         (b)  Amount of Payroll Deductions................................2\n         (c)  Changing Withholding Rate...................................2\n         (d)  Discontinuing Payroll Deductions............................2\n         (e)  Limit on Number of Elections................................2\n\nSECTION 5.  WITHDRAWAL FROM THE PLAN......................................2\n         (a)  Withdrawal..................................................2\n         (b)  Re-Enrollment After Withdrawal..............................2\n\nSECTION 6.  CHANGE IN EMPLOYMENT STATUS...................................3\n         (a)  Termination of Employment...................................3\n         (b)  Leave of Absence............................................3\n         (c)  Death.......................................................3\n\nSECTION 7.  PLAN ACCOUNTS AND PURCHASE OF SHARES..........................3\n         (a)  Plan Accounts...............................................3\n         (b)  Purchase Price..............................................3\n         (c)  Number of Shares Purchased..................................3\n         (d)  Available Shares Insufficient...............................4\n         (e)  Issuance of Stock...........................................4\n         (f)  Unused Cash Balances........................................4\n         (g)  Stockholder Approval........................................4\n\nSECTION 8.  LIMITATIONS ON STOCK OWNERSHIP................................4\n         (a)  Five Percent Limit..........................................4\n         (b)  Dollar Limit................................................5\n\n\n                                       i\n\n\n\nSECTION 9.  RIGHTS NOT TRANSFERABLE.......................................5\n\nSECTION 10.  NO RIGHTS AS AN EMPLOYEE.....................................5\n\nSECTION 11.  NO RIGHTS AS A STOCKHOLDER...................................6\n\nSECTION 12.  SECURITIES LAW REQUIREMENTS..................................6\n\nSECTION 13.  STOCK OFFERED UNDER THE PLAN.................................6\n         (a)  Authorized Shares...........................................6\n         (b)  Anti-Dilution Adjustments...................................6\n         (c)  Reorganizations.............................................6\n\nSECTION 14.  AMENDMENT OR DISCONTINUANCE..................................6\n\nSECTION 15.  INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN...................7\n\nSECTION 16.  DEFINITIONS..................................................7\n         (a)   'Board'....................................................7\n         (b)   'Code'.....................................................8\n         (c)   'Committee'................................................8\n         (d)   'Company'..................................................8\n         (e)   'Compensation'.............................................8\n         (f)   'Corporate Reorganization'.................................8\n         (g)   'Eligible Employee'........................................8\n         (h)   'Exchange Act'.............................................8\n         (i)   'Fair Market Value'........................................8\n         (j)   'IPO'......................................................9\n         (k)   'Offering Period'..........................................9\n         (l)   'Participant'..............................................9\n         (m)   'Participating Company'....................................9\n         (n)   'Plan'.....................................................9\n         (o)   'Plan Account'.............................................9\n         (p)   'Purchase Price'...........................................9\n         (q)   'Stock'....................................................9\n         (r)   'Subsidiary'...............................................9\n\n\n                                       ii\n\n\n\n                              LIBERATE TECHNOLOGIES\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n\nSECTION 1.  PURPOSE OF THE PLAN.\n\n     The Plan was adopted by the Board to be effective as of the date of the \nIPO. The purpose of the Plan is to provide Eligible Employees with an \nopportunity to increase their proprietary interest in the success of the \nCompany by purchasing Stock from the Company on favorable terms and to pay \nfor such purchases through payroll deductions. The Plan is intended to \nqualify under section 423 of the Code.\n\nSECTION 2.  ADMINISTRATION OF THE PLAN.\n\n     (a)  COMMITTEE COMPOSITION.  The Plan shall be administered by the \nCommittee.\n\n     (b)  COMMITTEE RESPONSIBILITIES. The Committee shall interpret the Plan \nand make all other policy decisions relating to the operation of the Plan. \nThe Committee may adopt such rules, guidelines and forms as it deems \nappropriate to implement the Plan. The Committee's determinations under the \nPlan shall be final and binding on all persons.\n\nSECTION 3.  ENROLLMENT AND PARTICIPATION.\n\n     (a)  OFFERING PERIODS. While the Plan is in effect, two Offering Periods \nshall commence in each calendar year. The Offering Periods shall consist of \nthe six-month periods commencing on each April 1 and October 1, except that \nthe first Offering Period shall commence on the date of the IPO and end on \nMarch 31, 2000.\n\n     (b)  ENROLLMENT. Any individual who, on the day preceding the first day \nof an Offering Period, qualifies as an Eligible Employee may elect to become \na Participant in the Plan for such Offering Period by executing the \nenrollment form prescribed for this purpose by the Committee. The enrollment \nform shall be filed with the Company at the prescribed location not later \nthan 10 days prior to the commencement of such Offering Period.\n\n     (c)  DURATION OF PARTICIPATION. Once enrolled in the Plan, a Participant \nshall continue to participate in the Plan until he or she ceases to be an \nEligible Employee, withdraws from the Plan under Section 5(a) or reaches the \nend of the Offering Period in which his or her employee contributions were \ndiscontinued under Section 4(d) or 8(b). A Participant who discontinued \nemployee contributions under Section 4(d) or withdrew from the Plan under \nSection 5(a) may again become a Participant, if he or she then is an Eligible \nEmployee, by following the procedure described in Subsection (b) above. A \nParticipant whose employee contributions were discontinued automatically \nunder Section 8(b) shall automatically resume participation at the beginning \nof the earliest Offering Period ending in the next calendar year, if he or \nshe then is an Eligible Employee.\n\n\n\n\nSECTION 4.  EMPLOYEE CONTRIBUTIONS.\n\n     (a)  FREQUENCY OF PAYROLL DEDUCTIONS. A Participant may purchase shares \nof Stock under the Plan solely by means of payroll deductions. Payroll \ndeductions, as designated by the Participant pursuant to Subsection (b) \nbelow, shall occur on each payday during participation in the Plan.\n\n     (b)  AMOUNT OF PAYROLL DEDUCTIONS. An Eligible Employee shall designate \non the enrollment form the portion of his or her Compensation that he or she \nelects to have withheld for the purchase of Stock. Such portion shall be a \nwhole percentage of the Eligible Employee's Compensation, but not less than \n1% nor more than 15%.\n\n     (c)  CHANGING WITHHOLDING RATE. If a Participant wishes to change the \nrate of payroll withholding, he or she may do so by filing a new enrollment \nform with the Company at the prescribed location at any time. The new \nwithholding rate shall be effective as soon as reasonably practicable after \nsuch form has been received by the Company. The new withholding rate shall be \na whole percentage of the Eligible Employee's Compensation, but not less than \n1% nor more than 15%.\n\n     (d)  DISCONTINUING PAYROLL DEDUCTIONS. If a Participant wishes to \ndiscontinue employee contributions entirely, he or she may do so by filing a \nnew enrollment form with the Company at the prescribed location at any time. \nPayroll withholding shall cease as soon as reasonably practicable after such \nform has been received by the Company. In addition, employee contributions \nmay be discontinued automatically pursuant to Section 8(b). A Participant who \nhas discontinued employee contributions may resume such contributions by \nfiling a new enrollment form with the Company at the prescribed location. \nPayroll withholding shall resume as soon as reasonably practicable after such \nform has been received by the Company.\n\n     (e)  LIMIT ON NUMBER OF ELECTIONS. No Participant shall make more than \ntwo elections under Subsection (c) or (d) above during any Offering Period.\n\nSECTION 5.  WITHDRAWAL FROM THE PLAN.\n\n     (a)  WITHDRAWAL. A Participant may elect to withdraw from the Plan by \nfiling the prescribed form with the Company at the prescribed location at any \ntime before the last day of an Offering Period. As soon as reasonably \npracticable thereafter, payroll deductions shall cease and the entire amount \ncredited to the Participant's Plan Account shall be refunded to him or her in \ncash, without interest. No partial withdrawals shall be permitted.\n\n     (b)  RE-ENROLLMENT AFTER WITHDRAWAL. A former Participant who has \nwithdrawn from the Plan shall not be a Participant until he or she re-enrolls \nin the Plan under Section 3(c). Re-enrollment may be effective only at the \ncommencement of an Offering Period.\n\n\n                                       2\n\n\n\nSECTION 6.  CHANGE IN EMPLOYMENT STATUS.\n\n     (a)  TERMINATION OF EMPLOYMENT. Termination of employment as an Eligible \nEmployee for any reason, including death, shall be treated as an automatic \nwithdrawal from the Plan under Section 5(a). A transfer from one \nParticipating Company to another shall not be treated as a termination of \nemployment.\n\n     (b)  LEAVE OF ABSENCE. For purposes of the Plan, employment shall not be \ndeemed to terminate when the Participant goes on a military leave, a sick \nleave or another BONA FIDE leave of absence, if the leave was approved by the \nCompany in writing. Employment, however, shall be deemed to terminate 90 days \nafter the Participant goes on a leave, unless a contract or statute \nguarantees his or her right to return to work. Employment shall be deemed to \nterminate in any event when the approved leave ends, unless the Participant \nimmediately returns to work.\n\n     (c)  DEATH. In the event of the Participant's death, the amount credited \nto his or her Plan Account shall be paid to a beneficiary designated by him \nor her for this purpose on the prescribed form or, if none, to the \nParticipant's estate. Such form shall be valid only if it was filed with the \nCompany at the prescribed location before the Participant's death.\n\nSECTION 7.  PLAN ACCOUNTS AND PURCHASE OF SHARES.\n\n     (a)  PLAN ACCOUNTS. The Company shall maintain a Plan Account on its \nbooks in the name of each Participant. Whenever an amount is deducted from \nthe Participant's Compensation under the Plan, such amount shall be credited \nto the Participant's Plan Account. Amounts credited to Plan Accounts shall \nnot be trust funds and may be commingled with the Company's general assets \nand applied to general corporate purposes. No interest shall be credited to \nPlan Accounts.\n\n     (b)  PURCHASE PRICE. The Purchase Price for each share of Stock \npurchased at the close of an Offering Period shall be the lower of:\n\n          (i)   85% of the Fair Market Value of such share on the last trading \n     day in such Offering Period; or\n\n          (ii)  85% of the Fair Market Value of such share on the last trading \n     day before the commencement of such Offering Period or, in the case of \n     the first Offering Period under the Plan, 85% of the price at which one \n     share of Stock is offered to the public in the IPO.\n\n     (c)  NUMBER OF SHARES PURCHASED. As of the last day of each Offering \nPeriod, each Participant shall be deemed to have elected to purchase the \nnumber of shares of Stock calculated in accordance with this Subsection (c), \nunless the Participant has previously elected to withdraw from the Plan in \naccordance with Section 5(a). The amount then in the Participant's Plan \nAccount shall be divided by the Purchase Price, and the number of shares that \nresults shall be purchased from the Company with the funds in the \nParticipant's Plan Account. The foregoing notwithstanding, no Participant \nshall purchase more than 750 shares of Stock with respect to any Offering \nPeriod nor more than the amounts of Stock set forth in Sections 8(b) and \n13(a). The \n\n\n                                       3\n\n\n\nCommittee may determine with respect to all Participants that any fractional \nshare, as calculated under this Subsection (c), shall be (i) rounded down to \nthe next lower whole share or (ii) credited as a fractional share.\n\n     (d)  AVAILABLE SHARES INSUFFICIENT. In the event that the aggregate \nnumber of shares that all Participants elect to purchase during an Offering \nPeriod exceeds the maximum number of shares remaining available for issuance \nunder Section 13(a), then the number of shares to which each Participant is \nentitled shall be determined by multiplying the number of shares available \nfor issuance by a fraction, the numerator of which is the number of shares \nthat such Participant has elected to purchase and the denominator of which is \nthe number of shares that all Participants have elected to purchase.\n\n     (e)  ISSUANCE OF STOCK. Certificates representing the shares of Stock \npurchased by a Participant under the Plan shall be issued to him or her as \nsoon as reasonably practicable after the close of the applicable Offering \nPeriod, except that the Committee may determine that such shares shall be \nheld for each Participant's benefit by a broker designated by the Committee \n(unless the Participant has elected that certificates be issued to him or \nher). Shares may be registered in the name of the Participant or jointly in \nthe name of the Participant and his or her spouse as joint tenants with right \nof survivorship or as community property.\n\n     (f)  UNUSED CASH BALANCES. Any amount remaining in the Participant's \nPlan Account that represents the Purchase Price for a fractional share shall \nbe carried over in the Participant's Plan Account to the next Offering \nPeriod. Any amount remaining in the Participant's Plan Account that \nrepresents the Purchase Price for whole shares that could not be purchased by \nreason of Subsection (c) or (d) above, Section 8(b) or Section 13(a) shall be \nrefunded to the Participant in cash, without interest.\n\n     (g)  STOCKHOLDER APPROVAL. Any other provision of the Plan \nnotwithstanding, no shares of Stock shall be purchased under the Plan unless \nand until the Company's stockholders have approved the adoption of the Plan.\n\nSECTION 8.  LIMITATIONS ON STOCK OWNERSHIP.\n\n     (a)  FIVE PERCENT LIMIT. Any other provision of the Plan \nnotwithstanding, no Participant shall be granted a right to purchase Stock \nunder the Plan if such Participant, immediately after his or her election to \npurchase such Stock, would own stock possessing more than 5% of the total \ncombined voting power or value of all classes of stock of the Company or any \nparent or Subsidiary of the Company. For purposes of this Subsection (a), the \nfollowing rules shall apply:\n\n          (i)   Ownership of stock shall be determined after applying the \n     attribution rules of section 424(d) of the Code;\n\n          (ii)  Each Participant shall be deemed to own any stock that he or \n     she has a right or option to purchase under this or any other plan; and\n\n\n                                       4\n\n\n\n          (iii) Each Participant shall be deemed to have the right to \n     purchase 750 shares of Stock under this Plan with respect to each \n     Offering Period.\n\n     (b)  DOLLAR LIMIT. Any other provision of the Plan notwithstanding, no \nParticipant shall purchase Stock with a Fair Market Value in excess of the \nfollowing limit:\n\n          (i)   In the case of Stock purchased during an Offering Period that \n     commenced in the current calendar year, the limit shall be equal to (A) \n     $25,000 minus (B) the Fair Market Value of the Stock that the \n     Participant previously purchased in the current calendar year (under \n     this Plan and all other employee stock purchase plans of the Company or \n     any parent or Subsidiary of the Company).\n\n          (ii)  In the case of Stock purchased during an Offering Period that \n     commenced in the immediately preceding calendar year, the limit shall be \n     equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that \n     the Participant previously purchased (under this Plan and all other \n     employee stock purchase plans of the Company or any parent or Subsidiary \n     of the Company) in the current calendar year and in the immediately \n     preceding calendar year.\n\nFor purposes of this Subsection (b), the Fair Market Value of Stock shall be \ndetermined in each case as of the beginning of the Offering Period in which \nsuch Stock is purchased. Employee stock purchase plans not described in \nsection 423 of the Code shall be disregarded. If a Participant is precluded \nby this Subsection (b) from purchasing additional Stock under the Plan, then \nhis or her employee contributions shall automatically be discontinued and \nshall resume at the beginning of the earliest Offering Period ending in the \nnext calendar year (if he or she then is an Eligible Employee).\n\nSECTION 9.  RIGHTS NOT TRANSFERABLE.\n\n     The rights of any Participant under the Plan, or any Participant's \ninterest in any Stock or moneys to which he or she may be entitled under the \nPlan, shall not be transferable by voluntary or involuntary assignment or by \noperation of law, or in any other manner other than by beneficiary \ndesignation or the laws of descent and distribution. If a Participant in any \nmanner attempts to transfer, assign or otherwise encumber his or her rights \nor interest under the Plan, other than by beneficiary designation or the laws \nof descent and distribution, then such act shall be treated as an election by \nthe Participant to withdraw from the Plan under Section 5(a).\n\nSECTION 10.  NO RIGHTS AS AN EMPLOYEE.\n\n     Nothing in the Plan or in any right granted under the Plan shall confer \nupon the Participant any right to continue in the employ of a Participating \nCompany for any period of specific duration or interfere with or otherwise \nrestrict in any way the rights of the Participating Companies or of the \nParticipant, which rights are hereby expressly reserved by each, to terminate \nhis or her employment at any time and for any reason, with or without cause. \n\n\n                                       5\n\n\n\nSECTION 11.  NO RIGHTS AS A STOCKHOLDER.\n\n         A Participant shall have no rights as a stockholder with respect to any\nshares of Stock that he or she may have a right to purchase under the Plan until\nsuch shares have been purchased on the last day of the applicable Offering\nPeriod.\n\nSECTION 12.  SECURITIES LAW REQUIREMENTS.\n\n     Shares of Stock shall not be issued under the Plan unless the issuance \nand delivery of such shares comply with (or are exempt from) all applicable \nrequirements of law, including (without limitation) the Securities Act of \n1933, as amended, the rules and regulations promulgated thereunder, state \nsecurities laws and regulations, and the regulations of any stock exchange or \nother securities market on which the Company's securities may then be traded.\n\nSECTION 13.  STOCK OFFERED UNDER THE PLAN.\n\n     A)   AUTHORIZED SHARES. The number of shares of Stock available for \npurchase under the Plan (which includes the International Employee Stock \nPurchase Plan if and to the extent implemented) shall be 833,333 (subject to \nadjustment pursuant to this Section 13). On June 1 of each year, commencing \nwith June 1,2000, the aggregate number of shares of Stock available for \npurchase during the life of the Plan (which includes the International \nEmployee Stock Purchase Plan if and to the extent implemented) shall \nautomatically be increased by a number equal to the lesser of (a) 2% of the \ntotal number of shares of Stock then outstanding or (b) 833,333 (subject to \nadjustment pursuant to this Section 13).\n\n     (b)  ANTI-DILUTION ADJUSTMENTS. The aggregate number of shares of Stock \noffered under the Plan, the 750-share limitation described in Section 7(c) \nand the price of shares that any Participant has elected to purchase shall be \nadjusted proportionately by the Committee for any increase or decrease in the \nnumber of outstanding shares of Stock resulting from a subdivision or \nconsolidation of shares or the payment of a stock dividend, any other \nincrease or decrease in such shares effected without receipt or payment of \nconsideration by the Company, the distribution of the shares of a Subsidiary \nto the Company's stockholders or a similar event.\n\n     (c)  REORGANIZATIONS. Any other provision of the Plan notwithstanding, \nimmediately prior to the effective time of a Corporate Reorganization, the \nOffering Period then in progress shall terminate and shares shall be \npurchased pursuant to Section 7, unless the Plan is continued or assumed by \nthe surviving corporation or its parent corporation. The Plan shall in no \nevent be construed to restrict in any way the Company's right to undertake a \ndissolution, liquidation, merger, consolidation or other reorganization.\n\nSECTION 14.  AMENDMENT OR DISCONTINUANCE.\n\n     The Board shall have the right to amend, suspend or terminate the Plan \nat any time and without notice. Except as provided in Section 13, any \nincrease in the aggregate number of shares of Stock to be issued under the \nPlan shall be subject to approval by a vote of the stockholders of the \nCompany. In addition, any other amendment of the Plan shall be subject to \napproval by a \n\n                                       6\n\n\n\nvote of the stockholders of the Company to the extent required by an \napplicable law or regulation.\n\nSECTION 15.  INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN.\n\n     Adoption of the Plan by the Board and approval of the Plan by the \nstockholders of the Company shall constitute adoption by the Board and \napproval by the stockholders of the Company of the International Employee \nStock Purchase Plan described herein. If the laws of a foreign jurisdiction \nrequire an amendment to the Plan that (a) would disqualify the Plan as a plan \nthat satisfies the requirements of Code Section 423 or (b) would not be \nrequired under any law of the United States including Code Section 423, then \na separate but identical employee stock purchase plan may be implemented for \nForeign Participants (as defined below). The plan for Participants who are \nnot Foreign Participants will continue to be called the Plan, and the plan \nfor Foreign Participants will be called the International Employee Stock \nPurchase Plan. A separate plan document will be created to evidence the \nInternational Employee Stock Purchase Plan when it is implemented. Except as \notherwise amended to comply with applicable laws of a foreign jurisdiction, \nthe terms of the International Employee Stock Purchase Plan will be identical \nto the Plan.\n\n     Each Participant who (a) is not a U.S. citizen or (b) is a U.S. citizen \nworking abroad who is not paid in U.S. currency ('Foreign Participant') will \nbe automatically deemed to participate in this International Employee Stock \nPurchase Plan, instead of the Plan. With respect to each such Foreign \nParticipant, the initial offering period for this International Employee \nStock Purchase Plan shall be deemed to have commenced at the same time as the \noffering period that is in progress under the Plan when the International \nEmployee Stock Purchase Plan is initially implemented.\n\n      The Plan and the International Employee Stock Purchase Plan (if and to \nthe extent implemented) will have the same share reserve. Thus, the number of \nshares of Stock available for purchase in the aggregate over the term of the \nPlan (which includes the International Employee Stock Purchase Plan if and to \nthe extent implemented) shall be 833,333 (subject to adjustment pursuant to \nSection 13). As of June 1 of each year, commencing with the year 2000, the \naggregate number of shares of Stock available for purchase during the life of \nthe Plan (which includes the International Employee Stock Purchase Plan if \nand to the extent implemented) shall automatically increase by a number equal \nto the lesser of (a) 2% of the total number of shares of Stock then \noutstanding or (b) 833,333 (subject to adjustment pursuant to Section 13). If \nthe International Employee Stock Purchase Plan is implemented, the share \nissuances under the Plan shall reduce on a share-for-share basis the number \nof shares available for issuance under the International Employee Stock \nPurchase Plan, and share issuances under the International Employee Stock \nPurchase Plan shall reduce on a share-for-share basis the number of shares \navailable for issuance under the Plan.\n\nSECTION 16.  DEFINITIONS.\n\n     (a)  'BOARD' means the Board of Directors of the Company, as constituted \nfrom time to time. \n\n                                       7\n\n\n\n     (b)  'CODE' means the Internal Revenue Code of 1986, as amended.\n\n     (c)  'COMMITTEE' means the Compensation Committee of the Board. \n\n     (d)  'COMPANY' means Liberate Technologies, a Delaware corporation. \n\n     (e)  'COMPENSATION' means (i) the total compensation paid in cash to a \nParticipant by a Participating Company, including salaries, wages, bonuses, \nincentive compensation, commissions, overtime pay and shift premiums, plus \n(ii) any pre-tax contributions made by the Participant under section 401(k) \nor 125 of the Code. 'Compensation' shall exclude all non-cash items, moving \nor relocation allowances, cost-of-living equalization payments, car \nallowances, tuition reimbursements, imputed income attributable to cars or \nlife insurance, severance pay, fringe benefits, contributions or benefits \nreceived under employee benefit plans, income attributable to the exercise of \nstock options, and similar items. The Committee shall determine whether a \nparticular item is included in Compensation. \n\n     (f)  'CORPORATE REORGANIZATION' means: \n\n          (i)   The consummation of a merger or consolidation of the Company \n     with or into any other entity or any other corporate reorganization; or\n\n          (ii)  The sale, transfer of other disposition of all or \n     substantially all of the Company's assets or the complete liquidation or \n     dissolution of the Company.\n\n     (g)  'ELIGIBLE EMPLOYEE' means any employee of a Participating Company \nwho meets the following requirements: his or her customary employment is for \nmore than five months per calendar year and for more than 20 hours per week. \nThe foregoing notwithstanding, an individual shall not be considered an \nEligible Employee if his or her participation in the Plan is prohibited by \nthe law of any country which has jurisdiction over him or her or if he or she \nis subject to a collective bargaining agreement that does not provide for \nparticipation in the Plan.\n\n     (h)  'EXCHANGE ACT' means the Securities Exchange Act of 1934, as \namended.\n\n     (i)  'FAIR MARKET VALUE' means the market price of Stock, determined by \nthe Committee as follows:\n\n          (i)   If the Stock was traded on The Nasdaq National Market on the \n     date in question, then the Fair Market Value shall be equal to the \n     last-transaction price quoted for such date by The Nasdaq National \n     Market;\n\n          (ii)  If the Stock was traded on a stock exchange on the date in \n     question, then the Fair Market Value shall be equal to the closing price \n     reported by the applicable composite transactions report for such date; \n     or\n\n          (iii) If none of the foregoing provisions is applicable, then the \n     Fair Market Value shall be determined by the Committee in good faith on \n     such basis as it deems appropriate.\n\n\n                                       8\n\n\n\nWhenever possible, the determination of Fair Market Value by the Committee \nshall be based on the prices reported in THE WALL STREET JOURNAL or as \nreported directly to the Company by Nasdaq or a stock exchange. Such \ndetermination shall be conclusive and binding on all persons.\n\n     (j)  'IPO' means the initial offering of Stock to the public pursuant to \na registration statement filed by the Company with the Securities and \nExchange Commission.\n\n     (k)  'OFFERING PERIOD' means a six-month period with respect to which \nthe right to purchase Stock may be granted under the Plan, as determined \npursuant to Section 3(a).\n\n     (l)  'PARTICIPANT' means an Eligible Employee who elects to participate \nin the Plan, as provided in Section 3(b).\n\n     (m)  'PARTICIPATING COMPANY' means (i) the Company and (ii) each present \nor future Subsidiary designated by the Committee as a Participating Company, \nas indicated on Exhibit A.\n\n     (n)  'PLAN' means this Liberate Technologies 1999 Employee Stock \nPurchase Plan, as it may be amended from time to time.\n\n     (o)  'PLAN ACCOUNT' means the account established for each Participant \npursuant to Section 7(a).\n\n     (p)  'PURCHASE PRICE' means the price at which Participants may purchase \nStock under the Plan, as determined pursuant to Section 7(b).\n\n     (q)  'STOCK' means the Common Stock of the Company.\n\n     (r)  'SUBSIDIARY' means any corporation (other than the Company) in an \nunbroken chain of corporations beginning with the Company, if each of the \ncorporations other than the last corporation in the unbroken chain owns stock \npossessing 50% or more of the total combined voting power of all classes of \nstock in one of the other corporations in such chain.\n\n\n                                       9\n\n\n\n                                    EXHIBIT A\n\n                             PARTICIPATING COMPANIES\n\nLiberate Technologies\n\nNetwork Computer Incorporated Nederland B.V.\n\n\n\n\n\n\n\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38338","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","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\/38338","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=38338"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38338"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38338"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38338"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}