{"id":38341,"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-mining-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-mining-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-mining-co-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Mining Co. Inc."},"content":{"rendered":"<pre>\n\n\n                               MININGCO.COM, INC.\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n\n         I.       PURPOSE OF THE PLAN\n\n                  This 1999 Employee Stock Purchase Plan Is Intended To Promote\nThe Interests Of MiningCo.Com, Inc., A Delaware Corporation, By Providing\nEligible Employees With The Opportunity To Acquire A Proprietary Interest In The\nCorporation Through Participation In A Payroll-Deduction Based Employee Stock\nPurchase Plan Designed To Qualify Under Section 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 Section 423 Of The Code. Decisions Of The Plan Administrator\nShall Be Final 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 Of\nAuthorized But Unissued Or Reacquired Common Stock, Including Shares Of Common\nStock Purchased On The Open Market. The Maximum Number Of Shares Of Common Stock\nWhich May Be Issued Over The Term Of The Plan Shall Not Exceed One Hundred\nTwenty-Five Thousand (125,000) Shares.\n\n                  B. Should Any Change Be Made To The Common Stock By Reason Of\nAny Stock Split, Stock Dividend, Recapitalization, Combination Of Shares,\nExchange Of Shares Or Other Change Affecting The Outstanding Common Stock As A\nClass Without The Corporation's Receipt Of Consideration, Appropriate\nAdjustments Shall Be Made To (I) The Maximum Number And Class Of Securities\nIssuable Under The Plan, (Ii) The Maximum Number And Class Of Securities\nPurchasable Per Participant On Any One Purchase Date And (Iii) The Number And\nClass Of Securities And The Price Per Share In Effect Under Each Outstanding\nPurchase Right In Order To Prevent The Dilution Or Enlargement Of Benefits\nThereunder.\n\n         IV.      OFFERING PERIODS\n\n                  A. Shares Of Common Stock Shall Be Offered For Purchase Under\nThe Plan Through A Series Of Successive Offering Periods Until Such Time As (I)\nThe Maximum Number Of Shares Of Common Stock Available For Issuance Under The\nPlan Shall Have Been Purchased Or (Ii) The Plan Shall Have Been Sooner\nTerminated.\n\n                  B. Each Offering Period Shall Be Of Such Duration (Not To\nExceed Twenty-Four (24) Months) As Determined By The Plan Administrator Prior To\nThe Start Date Of Such Offering Period. However, The Initial Offering Period\nShall Commence At The Effective Time And Terminate \n\n\n\n\nOn The Last Business Day In April 2001. Subsequent Offering Periods Shall\nCommence As Designated By The Plan Administrator.\n\n                  C. Each Offering Period Shall Be Comprised Of A Series Of One\nOr More Successive Purchase Intervals. Purchase Intervals Shall Run From The\nFirst Business Day In May Each Year To The Last Business Day In October Of The\nSame Year And From The First Business Day In November Each Year To The Last\nBusiness Day In April Of The Following Year. However, The First Purchase\nInterval In Effect Under The Initial Offering Period Shall Commence At The\nEffective Time And Terminate On The Last Business Day In October 1999.\n\n                  D. Should The Fair Market Value Per Share Of Common Stock On\nAny Purchase Date Within An Offering Period Be Less Than The Fair Market Value\nPer Share Of Common Stock On The Start Date Of That Offering Period, Then That\nOffering Period Shall Automatically Terminate Immediately After The Purchase Of\nShares Of Common Stock On Such Purchase Date, And A New Offering Period Shall\nCommence On The Next Business Day Following Such Purchase Date. The New Offering\nPeriod Shall Have A Duration Of Twenty (24) Months, Unless A Shorter Duration Is\nEstablished By The Plan Administrator Within Five (5) Business Days Following\nThe Start Date Of That Offering Period.\n\n                  E. Notwithstanding Anything To The Contrary Herein, Should The\nTotal Number Of Shares Of Common Stock To Be Purchased On Any Particular Date\nExceed The Number Of Shares Then Available For Issuance Under The Plan, Then The\nPlan Administrator Shall Have The Right To Terminate The Offering Period During\nWhich Such Purchase Occurs And To Determine When A New Offering Period Shall\nCommence.\n\n         V.       ELIGIBILITY\n\n                  A. Each Individual Who Is An Eligible Employee On The Start\nDate Of The Initial Offering Period Under The Plan May Enter That Offering\nPeriod On Such Start Date Or On Any Subsequent Semi-Annual Entry Date Within\nThat Offering Period, Provided He Or She Remains An Eligible Employee.\n\n                  B. Each Individual Who Is An Eligible Employee On The Start\nDate Of Any Subsequent Offering Period Under The Plan May Enter That Offering\nPeriod On Such Start Date Or On Any Subsequent Semi-Annual Entry Date Within\nThat Offering Period, Provided In Each Case That He Or She Has Completed At\nLeast Thirty (30) Days Of Continuous Employment With The Corporation Or A\nCorporate Affiliate Prior To Such Date.\n\n                  C. Each Individual Who First Becomes An Eligible Employee\nAfter The Start Date Of An Offering Period May Enter That Offering Period On Any\nSubsequent Semi-Annual Entry Date Within That Offering Period On Which He Or She\nIs An Eligible Employee, Provided He Or She Has Completed At Least Thirty (30)\nDays Of Continuous Employment With The Corporation Or A Corporate Affiliate\nPrior To Such Semi-Annual Entry Date.\n\n                  D. The Date An Individual Enters An Offering Period Shall Be\nDesignated His Or Her Entry Date For Purposes Of That Offering Period.\n\n\n                                       2\n\n\n\n                  E. 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 Its\nDesignate) On Or Before His Or Her Scheduled Entry Date.\n\n         VI.      PAYROLL DEDUCTIONS\n\n                  A. The Payroll Deduction Authorized By The Participant For\nPurposes Of Acquiring Shares Of Common Stock During An Offering Period May Be\nAny Multiple Of One Percent (1%) Of The Cash Earnings Paid To The Participant\nDuring Each Purchase Interval Within That Offering Period, Up To A Maximum Of\nFifteen Percent (15%). 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 During The \n         Offering Period, Reduce His Or Her Rate Of Payroll Deduction To\n         Become Effective As Soon As Possible After Filing The Appropriate\n         Form With The Plan Administrator. The Participant May Not, However,\n         Effect More Than One (1) Such Reduction Per Purchase Interval.\n\n                         (Ii)   The Participant May, Prior To The Commencement \n         Of Any New Purchase Interval Within The Offering Period, Increase\n         The Rate Of His Or Her Payroll Deduction By Filing The Appropriate\n         Form With The Plan Administrator. The New Rate (Which May Not Exceed\n         The Fifteen Percent (15%) Maximum) Shall Become Effective On The\n         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 The\nPlan 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         VII.     PURCHASE RIGHTS\n\n                  A. GRANT OF PURCHASE RIGHT. A Participant Shall Be Granted A\nSeparate 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 \n\n\n                                       3\n\n\n\nParticipant With The Right To Purchase Shares Of Common Stock, In A Series Of\nSuccessive Installments Over The Remainder Of Such Offering Period, Upon The\nTerms Set Forth Below. The Participant Shall Execute A Stock Purchase Agreement\nEmbodying Such Terms And Such Other Provisions (Not Inconsistent With The Plan)\nAs The Plan Administrator 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 Shall\nBe Automatically Exercised In Installments On Each Successive Purchase Date\nWithin The Offering Period, And Shares Of Common Stock Shall Accordingly Be\nPurchased On Behalf Of Each Participant (Other Than Participants Whose Payroll\nDeductions Have Previously Been Refunded Pursuant To The Termination Of Purchase\nRight Provisions Below) On Each Such Purchase Date. The Purchase Shall Be\nEffected By Applying The Participant's Payroll Deductions For The Purchase\nInterval Ending On Such Purchase Date To The Purchase Of Whole Shares Of Common\nStock At The Purchase Price In Effect For The Participant For That Purchase\nDate.\n\n                  C. PURCHASE PRICE. The Purchase Price Per Share At Which\nCommon Stock Will Be Purchased On The Participant's Behalf On Each Purchase Date\nWithin The Offering Period Shall Be Equal To Eighty-Five Percent (85%) Of The\nLOWER Of (I) The Fair Market Value Per Share Of Common Stock On The\nParticipant's Entry Date Into That Offering Period Or (Ii) The Fair Market Value\nPer Share Of Common Stock On That Purchase Date.\n\n                  D. NUMBER OF PURCHASABLE SHARES. The Number Of Shares Of\nCommon 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 Effect\nFor The Participant For That Purchase Date. However, The Maximum Number Of\nShares Of Common Stock Purchasable Per Participant On Any One Purchase Date\nShall Not Exceed Five Hundred (500) Shares, Subject To Periodic Adjustments In\nThe Event Of Certain Changes In The Corporation's Capitalization.\n\n                  E. EXCESS PAYROLL DEDUCTIONS. Any Payroll Deductions Not\nApplied To The Purchase Of Shares Of Common Stock On Any Purchase Date Because\nThey Are Not Sufficient To Purchase A Whole Share Of Common Stock Shall Be Held\nFor The Purchase Of Common Stock On The Next Purchase Date. However, Any Payroll\nDeductions Not Applied To The Purchase Of Common Stock By Reason Of The\nLimitation On The Maximum Number Of Shares Purchasable On The Purchase Date\nShall Be Promptly Refunded.\n\n                  F. TERMINATION OF PURCHASE RIGHT. The Following Provisions\nShall Govern The Termination Of Outstanding Purchase Rights:\n\n                         (I)    A  Participant May, At Any Time Prior To The \n         Next Scheduled Purchase Date In The Offering Period, Terminate His\n         Or Her Outstanding \n\n\n                                       4\n\n\n\n         Purchase Right By Filing The Appropriate Form With The Plan\n         Administrator (Or Its Designate), And No Further Payroll Deductions\n         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 Right Shall Be \n         Irrevocable, And The Participant May Not Subsequently Rejoin The\n         Offering Period For Which The Terminated Purchase Right Was Granted.\n         In Order To Resume Participation In Any Subsequent Offering Period,\n         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 Remain An\n         Eligible Employee For Any Reason (Including Death, Disability Or\n         Change In Status) While His Or Her Purchase Right Remains\n         Outstanding, Then That Purchase Right Shall Immediately Terminate,\n         And All Of The Participant's Payroll Deductions For The Purchase\n         Interval In Which The Purchase Right So Terminates Shall Be\n         Immediately Refunded. However, Should The Participant Cease To\n         Remain In Active Service By Reason Of An Approved Unpaid Leave Of\n         Absence, Then The Participant Shall Have The Right, Exercisable Up\n         Until The Last Business Day Of The Purchase Interval In Which Such\n         Leave Commences, To (A) Withdraw All The Payroll Deductions\n         Collected To Date On His Or Her Behalf For That Purchase Interval Or\n         (B) Have Such Funds Held For The Purchase Of Shares On His Or Her\n         Behalf On The Next Scheduled Purchase Date. In No Event, However,\n         Shall Any Further Payroll Deductions Be Collected On The\n         Participant's Behalf During Such Leave. Upon The Participant's\n         Return To Active Service (I) Within Ninety (90) Days Following The\n         Commencement Of Such Leave Or, (Ii) Prior To The Expiration Of Any\n         Longer Period For Which Such Participant's Right To Reemployment\n         With The Corporation Is Guaranteed By Either Statute Or Contract,\n         His Or Her Payroll Deductions Under The Plan Shall Automatically\n         Resume At The Rate In Effect At The Time The Leave Began. However,\n         Should The Participant's Leave Of Absence Exceed Ninety (90) Days\n         And His Or Her Re-Employment Rights Not Be Guaranteed By Either\n         Statute Or Contract, Then The Participant's Status As An Eligible\n         Employee Will Be Deemed To Terminate On The Ninety-First (91st) Day\n         Of That Leave, And Such Participant's Purchase Right For The\n         Offering Period In Which That Leave Began Shall Thereupon Terminate.\n         An Individual Who Returns To Active Employment Following Such A\n         Leave Shall Be Treated As A New Employee For Purposes Of The Plan\n         And Must, In Order To Resume Participation In The Plan, Re-Enroll In\n         The Plan (By Making A Timely Filing Of The Prescribed Enrollment\n         Forms) On Or Before His Or Her Scheduled Entry Date Into The\n         Offering Period.\n\n                  G. CORPORATE TRANSACTION. Each Outstanding Purchase Right\nShall Automatically Be Exercised, Immediately Prior To The Effective Date Of Any\nCorporate Transaction, By Applying The Payroll Deductions Of Each Participant\nFor The Purchase Interval In Which Such \n\n\n                                       5\n\n\n\nCorporate Transaction Occurs To The Purchase Of Whole Shares Of Common Stock At\nA Purchase Price Per Share Equal To Eighty-Five Percent (85%) Of The LOWER Of\n(I) The Fair Market Value Per Share Of Common Stock On The Participant's Entry\nDate Into The Offering Period In Which Such Corporate Transaction Occurs Or (Ii)\nThe Fair Market Value Per Share Of Common Stock Immediately Prior To The\nEffective Date Of Such Corporate Transaction. However, The Applicable\nLimitations On The Number Of Shares Of Common Stock Purchasable Per Participant\nAnd In The Aggregate 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 Number Of\nShares Of Common Stock To Be Purchased Pursuant To Outstanding Purchase Rights\nOn Any Particular Date Exceed The Number Of Shares Then Available For Issuance\nUnder The Plan, The Plan Administrator Shall Make A Pro-Rata Allocation Of The\nAvailable Shares On A Uniform And Nondiscriminatory Basis, And The Payroll\nDeductions Of Each Participant, To The Extent In Excess Of The Aggregate\nPurchase Price Payable For The Common Stock Pro-Rated To Such Individual, Shall\nBe Refunded.\n\n                  I. ASSIGNABILITY. The Purchase Right Shall Be Exercisable Only\nBy The Participant And Shall Not Be Assignable Or Transferable By The\nParticipant.\n\n                  J. STOCKHOLDER RIGHTS. A Participant Shall Have No Stockholder\nRights With Respect To The Shares Subject To His Or Her Outstanding Purchase\nRight Until The Shares Are Purchased On The Participant's Behalf In Accordance\nWith The Provisions Of The Plan And The Participant Has Become A Holder Of\nRecord Of The Purchased Shares.\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 At\nAny Time Outstanding.\n\n                  B. For Purposes Of Applying Such Accrual Limitations To The \nPurchase Rights Granted Under The Plan, The Following Provisions Shall Be In\nEffect:\n\n                         (I)    The Right To Acquire Common Stock Under Each \n         Outstanding Purchase Right Shall Accrue In A Series Of Installments\n         On Each Successive Purchase Date During The Offering Period On Which\n         Such Right Remains Outstanding.\n\n\n                                       6\n\n\n\n                         (Ii)   No Right To Acquire Common Stock Under Any\n         Outstanding Purchase Right Shall Accrue To The Extent The\n         Participant Has Already Accrued In The Same Calendar Year The Right\n         To Acquire Common Stock Under One (1) Or More Other Purchase Rights\n         At A Rate Equal To Twenty-Five Thousand Dollars ($25,000) Worth Of\n         Common Stock (Determined On The Basis Of The Fair Market Value Per\n         Share On The Date Or Dates Of Grant) For Each Calendar Year Such\n         Rights Were At Any Time Outstanding.\n\n                  C. If By Reason Of Such Accrual Limitations, Any Purchase\nRight Of A Participant Does Not Accrue For A Particular Purchase Interval, Then\nThe Payroll Deductions Which The Participant Made During That Purchase Interval\nWith Respect To Such Purchase Right Shall Be Promptly Refunded.\n\n                  D. In The Event There Is Any Conflict Between The Provisions\nOf This Article And One Or More Provisions Of The Plan Or Any Instrument Issued\nThereunder, The Provisions Of This Article Shall Be Controlling.\n\n         IX.      EFFECTIVE DATE AND TERM OF THE PLAN\n\n                  A. The Plan Was Adopted By The Board On __________, 1999 And\nShall Become Effective At The Effective Time, PROVIDED No Purchase Rights\nGranted Under The Plan Shall Be Exercised, And No Shares Of Common Stock Shall\nBe 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 Of Common Stock Issuable Under The Plan On A Form S-8 Registration\nStatement Filed With The Securities And Exchange Commission), All Applicable\nListing Requirements 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, Within\nTwelve (12) Months After The Date On Which The Plan Is Adopted By The Board, The\nPlan Shall Terminate And Have No Further Force Or Effect, And All Sums Collected\nFrom Participants During The Initial Offering Period Hereunder Shall Be\nRefunded.\n\n                  B. Unless Sooner Terminated By The Board, The Plan Shall\nTerminate Upon The EARLIEST Of (I) The Last Business Day In April 2009, (Ii) The\nDate On Which All Shares Available For Issuance Under The Plan Shall Have Been\nSold Pursuant To Purchase Rights Exercised Under The Plan Or (Iii) The Date On\nWhich 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\/TERMINATION OF THE PLAN\n\n                  A. The Board May Alter, Amend, Suspend Or Terminate The Plan\nAt Any Time To Become Effective Immediately Following The Close Of Any Purchase\nInterval. However, The Plan May Be Amended Or Terminated Immediately Upon Board\nAction, If And To The Extent Necessary To Assure That The Corporation Will Not\nRecognize, For Financial Reporting Purposes, Any Compensation Expense In\nConnection With The Shares Of Common Stock Offered For Purchase \n\n\n                                       7\n\n\n\nUnder The Plan, Should The Financial Accounting Rules Applicable To The Plan At\nThe Effective Time Be Subsequently Revised So As To Require The Recognition Of\nCompensation Expense In The Absence Of Such Amendment Or Termination.\n\n                  B. In No Event May The Board Effect Any Of The Following\nAmendments Or Revisions To The Plan Without The Approval Of The Corporation's\nStockholders: (I) Increase The Number Of Shares Of Common Stock Issuable Under\nThe Plan Or The Maximum Number Of Shares Purchasable Per Participant On Any One\nPurchase Date, Except For Permissible Adjustments In The Event Of Certain\nChanges In The Corporation's Capitalization, (Ii) Alter The Purchase Price\nFormula So As To Reduce The Purchase Price Payable For The Shares Of Common\nStock Purchasable Under The Plan Or (Iii) Modify Eligibility Requirements For\nParticipation In The Plan.\n\n         XI.      GENERAL PROVISIONS\n\n                  A. Nothing In The Plan Shall Confer Upon The Participant Any\nRight To Continue In The Employ Of The Corporation Or Any Corporate Affiliate\nFor Any Period Of Specific Duration Or Interfere With Or Otherwise Restrict In\nAny Way The Rights Of The Corporation (Or Any Corporate Affiliate Employing Such\nPerson) Or Of The Participant, Which Rights Are Hereby Expressly Reserved By\nEach, To Terminate Such Person's Employment At Any Time For Any Reason, With Or\nWithout Cause.\n\n                  B. All Costs And Expenses Incurred In The Administration Of\nThe Plan Shall Be Paid By The Corporation; However, Each Plan Participant Shall\nBear All Costs And Expenses Incurred By Such Individual In The Sale Or Other\nDisposition Of Any Shares Purchased Under The Plan.\n\n                  C. The Provisions Of The Plan Shall Be Governed By The Laws Of\nThe State Of New York Without Regard To That State's Conflict-Of-Laws Rules.\n\n\n                                       8\n\n\n\n                                   SCHEDULE A\n\n                          CORPORATIONS PARTICIPATING IN\n                          EMPLOYEE STOCK PURCHASE PLAN\n                            AS OF THE EFFECTIVE TIME\n\n                               MiningCo.Com, Inc.\n\n\n\n\n                                    APPENDIX\n\n\n                  The Following Definitions Shall Be In Effect Under The Plan:\n\n                  A. BOARD Shall Mean The Corporation's Board Of Directors.\n\n                  B. CASH EARNINGS Shall Mean The (I) Base Salary Payable To A\nParticipant By One Or More Participating Corporations During Such Individual's\nPeriod Of Participation In One Or More Offering Periods Under The Plan Plus (Ii)\nAll Overtime Payments, Bonuses, Commissions, Current Profit-Sharing\nDistributions And Other Incentive-Type Payments. Such Cash Earnings Shall Be\nCalculated Before Deduction Of (A) Any Income Or Employment Tax Withholdings Or\n(B) Any Pre-Tax Contributions Made By The Participant To Any Code Section 401(K)\nSalary Deferral Plan Or Any Code Section 125 Cafeteria Benefit Program Now Or\nHereafter Established By The Corporation Or Any Corporate Affiliate. However,\nCash Earnings Shall NOT Include Any Contributions (Other Than Code Section\n401(K) Or Code Section 125 Contributions) Made On The Participant's Behalf By\nThe Corporation Or Any Corporate Affiliate To Any Employee Benefit Or Welfare\nPlan Now Or Hereafter Established.\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 Stock.\n\n                  E. CORPORATE AFFILIATE Shall Mean Any Parent Or Subsidiary\nCorporation Of The Corporation (As Determined In Accordance With Code Section\n424), Whether Now Existing Or Subsequently Established.\n\n                  F. CORPORATE TRANSACTION Shall Mean Either Of The Following\nStockholder-Approved Transactions To Which The Corporation Is A Party:\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 All Or\n         Substantially All Of The Assets Of The Corporation In Complete\n         Liquidation Or Dissolution Of The Corporation.\n\n                  G. CORPORATION Shall Mean MiningCo.Com, Inc., A Delaware\nCorporation, And Any Corporate Successor To All Or Substantially All Of The\nAssets Or Voting Stock Of MiningCo.Com, Inc. Which Shall By Appropriate Action\nAdopt The Plan.\n\n                  H. EFFECTIVE TIME Shall Mean The Time At Which The\nUnderwriting Agreement Is Executed. Any Corporate Affiliate Which Becomes A\nParticipating Corporation After Such Effective Time Shall Designate A Subsequent\nEffective Time With Respect To Its Employee-Participants.\n\n\n                                       A-1\n\n\n\n                  I. ELIGIBLE EMPLOYEE Shall Mean Any Person Who Is Employed By\nA Participating Corporation On A Basis Under Which He Or She Is Regularly\nExpected To Render More Than Twenty (20) Hours Of Service Per Week For More Than\nFive (5) Months Per Calendar Year For Earnings Considered Wages Under Code\nSection 3401(A).\n\n                  J. ENTRY DATE Shall Mean The Date An Eligible Employee First\nCommences Participation In The Offering Period In Effect Under The Plan. The\nEarliest Entry Date Under The Plan Shall Be The Effective Time.\n\n                  K. FAIR MARKET VALUE Per Share Of Common Stock On Any Relevant\nDate Shall Be Determined In Accordance With The Following Provisions:\n\n                        (I) If The Common Stock Is At The Time Traded On The\n         Nasdaq National Market, Then The Fair Market Value Shall Be The Closing\n         Selling Price Per Share Of Common Stock On The Date In Question, As\n         Such Price Is Reported By The National Association Of Securities\n         Dealers On The Nasdaq National Market Or Any Successor System. If There\n         Is No Closing Selling Price For The Common Stock On The Date In\n         Question, Then The Fair Market Value Shall Be The Closing Selling Price\n         On The Last Preceding Date For Which Such Quotation Exists.\n\n                       (Ii) If The Common Stock Is At The Time Listed On Any\n         Stock Exchange, Then The Fair Market Value Shall Be The Closing Selling\n         Price Per Share Of Common Stock On The Date In Question On The Stock\n         Exchange Determined By The Plan Administrator To Be The Primary Market\n         For The Common Stock, As Such Price Is Officially Quoted In The\n         Composite Tape Of Transactions On Such Exchange. If There Is No Closing\n         Selling Price For The Common Stock On The Date In Question, Then The\n         Fair Market Value Shall Be The Closing Selling Price On The Last\n         Preceding Date For Which Such Quotation Exists.\n\n                      (Iii) For Purposes Of The Initial Offering Period Which\n         Begins At The Effective Time, The Fair Market Value Shall Be Deemed To\n         Be Equal To The Price Per Share At Which The Common Stock Is Sold In\n         The Initial Public Offering Pursuant To The Underwriting Agreement.\n\n                  L. 1933 ACT Shall Mean The Securities Act Of 1933, As Amended.\n\n                  M. PARTICIPANT Shall Mean Any Eligible Employee Of A\nParticipating Corporation Who Is Actively Participating In The Plan.\n\n                  N. PARTICIPATING CORPORATION Shall Mean The Corporation And\nSuch Corporate Affiliate Or Affiliates As May Be Authorized From Time To Time By\nThe Board To Extend The Benefits Of The Plan To Their Eligible Employees. The\nParticipating Corporations In The Plan Are Listed In Attached Schedule A.\n\n                  O. PLAN Shall Mean The Corporation's 1999 Employee Stock \nPurchase Plan, As Set Forth In This Document.\n\n\n                                       A-2\n\n\n\n                  P. PLAN ADMINISTRATOR Shall Mean The Committee Of Two (2) Or \nMore Board Members Appointed By The Board To Administer The Plan.\n\n                  Q. PURCHASE DATE Shall Mean The Last Business Day Of Each\nPurchase Interval. The Initial Purchase Date Shall Be October 29, 1999.\n\n                  R. PURCHASE INTERVAL Shall Mean Each Successive Six (6)-Month\nPeriod Within The Offering Period At The End Of Which There Shall Be Purchased\nShares Of Common Stock On Behalf Of Each Participant.\n\n                  S. SEMI-ANNUAL ENTRY DATE Shall Mean The First Business Day In\nMay And November Each Year On Which An Eligible Employee May First Enter An\nOffering 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 Between The\nCorporation And The Underwriter Or Underwriters Managing The Corporation's\nInitial Public Offering Of Its Common Stock.\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":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38341","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-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\/38341","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=38341"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38341"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38341"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38341"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}