{"id":38344,"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-sagent-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-sagent-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-sagent-technology-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                             SAGENT TECHNOLOGY, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n        1. Purpose. The purpose of the Plan is to provide employees of the\nCompany and its Designated Subsidiaries with an opportunity to purchase Common\nStock of the Company through accumulated payroll deductions. It is the intention\nof the Company to have the Plan qualify as an 'Employee Stock Purchase Plan'\nunder Section 423 of the Internal Revenue Code of 1986, as amended. The\nprovisions of the Plan, accordingly, shall be construed so as to extend and\nlimit participation in a manner consistent with the requirements of that section\nof the Code.\n\n        2. Definitions.\n\n               (a) 'Board' shall mean the Board of Directors of the Company.\n\n               (b) 'Code' shall mean the Internal Revenue Code of 1986, as\namended.\n\n               (c) 'Common Stock' shall mean the Common Stock of the Company.\n\n               (d) 'Company' shall mean Sagent Technology, Inc., a Delaware\ncorporation, and any Designated Subsidiary of the Company.\n\n               (e) 'Compensation' shall mean all base straight time gross\nearnings and commissions, exclusive of payments for overtime, shift premium,\nincentive compensation, incentive payments, bonuses and other compensation.\n\n               (f) 'Designated Subsidiary' shall mean any Subsidiary which has\nbeen designated by the Board from time to time in its sole discretion as\neligible to participate in the Plan.\n\n               (g) 'Employee' shall mean any individual who is an Employee of\nthe Company for tax purposes whose customary employment with the Company is at\nleast 20 hours per week and more than five months in any calendar year. For\npurposes of the Plan, the employment relationship shall be treated as continuing\nintact while the individual is on sick leave or other leave of absence approved\nby the Company. Where the period of leave exceeds 90 days and the individual's\nright to reemployment is not guaranteed either by statute or by contract, the\nemployment relationship shall be deemed to have terminated on the 91st day of\nsuch leave.\n\n               (h) 'Enrollment Date' shall mean the first day of each Offering\nPeriod.\n\n               (i) 'Exercise Date' shall mean the last day of each Offering\nPeriod.\n\n               (j) 'Fair Market Value' shall mean, as of any date, the value of\nCommon Stock determined as follows:\n\n                      (1) If the Common Stock is listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market or The Nasdaq\n\n\n\nSmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the\nclosing sales price for such stock (or the closing bid, if no sales were\nreported) as quoted on such exchange or system for the last market trading day\non the date of such determination, as reported in The Wall Street Journal or\nsuch other source as the Board deems reliable, or;\n\n                      (2) If the Common Stock is regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its Fair\nMarket Value shall be the mean of the closing bid and asked prices for the\nCommon Stock on the date of such determination, as reported in The Wall Street\nJournal or such other source as the Board deems reliable, or;\n\n                      (3) In the absence of an established market for the Common\nStock, the Fair Market Value thereof shall be determined in good faith by the\nBoard.\n\n               (k) 'Offering Period' shall mean a period of approximately six\nmonths during which an option granted pursuant to the Plan may be exercised,\ncommencing on the first Trading Day on or after May 1 and terminating on the\nlast Trading Day in the period ending the following October 31, or commencing on\nthe first Trading Day on or after November 1 and terminating on the last Trading\nDay in the period ending the following April 30; provided, however, that the\nfirst Offering Period under the Plan shall commence with the first Trading Day\non or after the date on which the Securities and Exchange Commission declares\nthe Company's Registration Statement effective and ending on the last Trading\nDay on or before October 31, 1999. The duration of Offering Periods may be\nchanged pursuant to Section 4 of this Plan.\n\n               (l) 'Plan' shall mean this Employee Stock Purchase Plan.\n\n               (m) 'Purchase Price' shall mean an amount equal to 85% of the\nFair Market Value of a share of Common Stock on the Enrollment Date or on the\nExercise Date, whichever is lower.\n\n               (n) 'Reserves' shall mean the number of shares of Common Stock\ncovered by each option under the Plan which have not yet been exercised and the\nnumber of shares of Common Stock which have been authorized for issuance under\nthe Plan but not yet placed under option.\n\n               (o) 'Subsidiary' shall mean a corporation, domestic or foreign,\nof which not less than 50% of the voting shares are held by the Company or a\nSubsidiary, whether or not such corporation now exists or is hereafter organized\nor acquired by the Company or a Subsidiary.\n\n               (p) 'Trading Day' shall mean a day on which national stock\nexchanges and the Nasdaq System are open for trading.\n\n        3.     Eligibility.\n\n               (a) Any Employee who shall be employed by the Company on a given\nEnrollment Date shall be eligible to participate in the Plan.\n\n\n                                      -2-\n\n\n               (b) Any provisions of the Plan to the contrary notwithstanding,\nno Employee shall be granted an option under the Plan (i) to the extent that,\nimmediately after the grant, such Employee (or any other person whose stock\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own capital stock of the Company and\/or hold outstanding options to\npurchase such stock possessing 5% or more of the total combined voting power or\nvalue of all classes of the capital stock of the Company or of any Subsidiary,\nor (ii) to the extent that his or her rights to purchase stock under all\nemployee stock purchase plans of the Company and its subsidiaries accrues at a\nrate which exceeds $25,000 worth of stock (determined at the fair market value\nof the shares at the time such option is granted) for each calendar year in\nwhich such option is outstanding at any time.\n\n        4. Offering Periods. The Plan shall be implemented by consecutive\nOffering Periods with a new Offering Period commencing on the first Trading Day\non or after May 1 and November 1 each year, or on such other date as the Board\nshall determine, and continuing thereafter until terminated in accordance with\nSection 20 hereof; provided, however, that the first Offering Period under the\nPlan shall commence with the first Trading Day on or after the date on which the\nSecurities and Exchange Commission declares the Company's Registration Statement\neffective and ending on the last Trading Day on or before October 31, 1999. The\nBoard shall have the power to change the duration of Offering Periods (including\nthe commencement dates thereof) with respect to future offerings without\nstockholder approval if such change is announced at least five days prior to the\nscheduled beginning of the first Offering Period to be affected thereafter.\n\n        5.     Participation.\n\n               (a) An eligible Employee may become a participant in the Plan by\ncompleting a subscription agreement authorizing payroll deductions in the form\nof Exhibit A to this Plan and filing it with the Company's payroll office prior\nto the applicable Enrollment Date.\n\n               (b) Payroll deductions for a participant shall commence on the\nfirst payroll following the Enrollment Date and shall end on the last payroll in\nthe Offering Period to which such authorization is applicable, unless sooner\nterminated by the participant as provided in Section 10 hereof.\n\n        6.     Payroll Deductions.\n\n               (a) At the time a participant files his or her subscription\nagreement, he or she shall elect to have payroll deductions made on each pay day\nduring the Offering Period in an amount not exceeding twenty percent (20%) of\nthe Compensation which he or she receives on each pay day during the Offering\nPeriod.\n\n               (b) All payroll deductions made for a participant shall be\ncredited to his or her account under the Plan and shall be withheld in whole\npercentages only. A participant may not make any additional payments into such\naccount.\n\n               (c) A participant may discontinue his or her participation in the\nPlan as provided in Section 10 hereof, or may increase or decrease the rate of\nhis or her payroll deductions during the\n\n\n                                      -3-\n\n\nOffering Period by completing or filing with the Company a new subscription\nagreement authorizing a change in payroll deduction rate. The Board may, in its\ndiscretion, limit the number of participation rate changes during any Offering\nPeriod. The change in rate shall be effective with the first full payroll period\nfollowing five business days after the Company's receipt of the new subscription\nagreement unless the Company elects to process a given change in participation\nmore quickly. A participant's subscription agreement shall remain in effect for\nsuccessive Offering Periods unless terminated as provided in Section 10 hereof.\n\n               (d) Notwithstanding the foregoing, to the extent necessary to\ncomply with Section 423(b)(8) of the Code and Section 3(b) hereof, a\nparticipant's payroll deductions may be decreased to 0% at any time during an\nOffering Period. Payroll deductions shall recommence at the rate provided in\nsuch participant's subscription agreement at the beginning of the first Offering\nPeriod which is scheduled to end in the following calendar year, unless\nterminated by the participant as provided in Section 10 hereof.\n\n               (e) At the time the option is exercised, in whole or in part, or\nat the time some or all of the Company's Common Stock issued under the Plan is\ndisposed of, the participant must make adequate provision for the Company's\nfederal, state, or other tax withholding obligations, if any, which arise upon\nthe exercise of the option or the disposition of the Common Stock. At any time,\nthe Company may, but shall not be obligated to, withhold from the participant's\ncompensation the amount necessary for the Company to meet applicable withholding\nobligations, including any withholding required to make available to the Company\nany tax deductions or benefits attributable to sale or early disposition of\nCommon Stock by the Employee.\n\n        7. Grant of Option. On the Enrollment Date of each Offering Period, each\neligible Employee participating in such Offering Period shall be granted an\noption to purchase on the Exercise Date of such Offering Period (at the\napplicable Purchase Price) up to a number of shares of the Company's Common\nStock determined by dividing such Employee's payroll deductions accumulated\nprior to such Exercise Date and retained in the Participant's account as of the\nExercise Date by the applicable Purchase Price; provided, that in no event shall\nan Employee be permitted to purchase during each Offering Period more than\n10,000 shares (subject to any adjustment pursuant to Section 19), and provided\nfurther, that such purchase shall be subject to the limitations set forth in\nSections 3(b) and 12 hereof. Exercise of the option shall occur as provided in\nSection 8 hereof, unless the participant has withdrawn pursuant to Section 10\nhereof. The Option shall expire on the last day of the Offering Period.\n\n        8. Exercise of Option. Unless a participant withdraws from the Plan as\nprovided in Section 10 hereof, his or her option for the purchase of shares\nshall be exercised automatically on the Exercise Date, and the maximum number of\nfull shares subject to option shall be purchased for such participant at the\napplicable Purchase Price with the accumulated payroll deductions in his or her\naccount. No fractional shares shall be purchased; any payroll deductions\naccumulated in a participant's account which are not sufficient to purchase a\nfull share shall be retained in the participant's account for the subsequent\nOffering Period, subject to earlier withdrawal by the participant as provided in\nSection 10 hereof. Any other monies left over in a participant's account after\nthe Exercise Date shall be returned\n\n\n                                      -4-\n\n\nto the participant. During a participant's lifetime, a participant's option to\npurchase shares hereunder is exercisable only by him or her.\n\n        9. Delivery. As promptly as practicable after each Exercise Date on\nwhich a purchase of shares occurs, the Company shall arrange the delivery to\neach participant, as appropriate, of a certificate representing the shares\npurchased upon exercise of his or her option.\n\n        10.    Withdrawal.\n\n               (a) A participant may withdraw all but not less than all the\npayroll deductions credited to his or her account and not yet used to exercise\nhis or her option under the Plan at any time by giving written notice to the\nCompany in the form of Exhibit B to this Plan. All of the participant's payroll\ndeductions credited to his or her account shall be paid to such participant\npromptly after receipt of notice of withdrawal and such participant's option for\nthe Offering Period shall be automatically terminated, and no further payroll\ndeductions for the purchase of shares shall be made for such Offering Period. If\na participant withdraws from an Offering Period, payroll deductions shall not\nresume at the beginning of the succeeding Offering Period unless the participant\ndelivers to the Company a new subscription agreement.\n\n               (b) A participant's withdrawal from an Offering Period shall not\nhave any effect upon his or her eligibility to participate in any similar plan\nwhich may hereafter be adopted by the Company or in succeeding Offering Periods\nwhich commence after the termination of the Offering Period from which the\nparticipant withdraws.\n\n        11. Termination of Employment. Upon a participant's ceasing to be an\nEmployee for any reason, he or she shall be deemed to have elected to withdraw\nfrom the Plan and the payroll deductions credited to such participant's account\nduring the Offering Period but not yet used to exercise the option shall be\nreturned to such participant or, in the case of his or her death, to the person\nor persons entitled thereto under Section 15 hereof, and such participant's\noption shall be automatically terminated. The preceding sentence\nnotwithstanding, a participant who receives payment in lieu of notice of\ntermination of employment shall be treated as continuing to be an Employee for\nthe participant's customary number of hours per week of employment during the\nperiod in which the participant is subject to such payment in lieu of notice.\n\n        12. Interest. No interest shall accrue on the payroll deductions of a\nparticipant in the Plan.\n\n        13.    Stock.\n\n               (a) The maximum number of shares of the Company's Common Stock\nwhich shall be made available for sale under the Plan shall be 450,000 shares,\nplus an annual increase to be added on each anniversary date of the adoption of\nthe Plan equal to (i) the optioned stock underlying options granted in the\nimmediately preceding year, or (ii) a lesser amount determined by the Board,\nsubject to adjustment upon changes in capitalization of the Company as provided\nin Section 19 hereof. If, on a given Exercise Date, the number of shares with\nrespect to which options are to be exercised exceeds the\n\n\n                                      -5-\n\n\nnumber of shares then available under the Plan, the Company shall make a pro\nrata allocation of the shares remaining available for purchase in as uniform a\nmanner as shall be practicable and as it shall determine to be equitable.\n\n               (b) The participant shall have no interest or voting right in\nshares covered by his option until such option has been exercised.\n\n               (c) Shares to be delivered to a participant under the Plan shall\nbe registered in the name of the participant or in the name of the participant\nand his or her spouse.\n\n        14. Administration. The Plan shall be administered by the Board or a\ncommittee of members of the Board appointed by the Board. The Board or its\ncommittee shall have full and exclusive discretionary authority to construe,\ninterpret and apply the terms of the Plan, to determine eligibility and to\nadjudicate all disputed claims filed under the Plan. Every finding, decision and\ndetermination made by the Board or its committee shall, to the full extent\npermitted by law, be final and binding upon all parties.\n\n        15.    Designation of Beneficiary.\n\n               (a) A participant may file a written designation of a beneficiary\nwho is to receive any shares and cash, if any, from the participant's account\nunder the Plan in the event of such participant's death subsequent to an\nExercise Date on which the option is exercised but prior to delivery to such\nparticipant of such shares and cash. In addition, a participant may file a\nwritten designation of a beneficiary who is to receive any cash from the\nparticipant's account under the Plan in the event of such participant's death\nprior to exercise of the option. If a participant is married and the designated\nbeneficiary is not the spouse, spousal consent shall be required for such\ndesignation to be effective.\n\n               (b) Such designation of beneficiary may be changed by the\nparticipant at any time by written notice. In the event of the death of a\nparticipant and in the absence of a beneficiary validly designated under the\nPlan who is living at the time of such participant's death, the Company shall\ndeliver such shares and\/or cash to the executor or administrator of the estate\nof the participant, or if no such executor or administrator has been appointed\n(to the knowledge of the Company), the Company, in its discretion, may deliver\nsuch shares and\/or cash to the spouse or to any one or more dependents or\nrelatives of the participant, or if no spouse, dependent or relative is known to\nthe Company, then to such other person as the Company may designate.\n\n        16. Transferability. Neither payroll deductions credited to a\nparticipant's account nor any rights with regard to the exercise of an option or\nto receive shares under the Plan may be assigned, transferred, pledged or\notherwise disposed of in any way (other than by will, the laws of descent and\ndistribution or as provided in Section 15 hereof) by the participant. Any such\nattempt at assignment, transfer, pledge or other disposition shall be without\neffect, except that the Company may treat such act as an election to withdraw\nfunds from an Offering Period in accordance with Section 10 hereof.\n\n\n                                      -6-\n\n\n        17. Use of Funds. All payroll deductions received or held by the Company\nunder the Plan may be used by the Company for any corporate purpose, and the\nCompany shall not be obligated to segregate such payroll deductions.\n\n        18. Reports. Individual accounts shall be maintained for each\nparticipant in the Plan. Statements of account shall be given to participating\nEmployees at least annually, which statements shall set forth the amounts of\npayroll deductions, the Purchase Price, the number of shares purchased and the\nremaining cash balance, if any.\n\n        19. Adjustments Upon Changes in Capitalization, Dissolution,\n            Liquidation, Merger or Asset Sale.\n\n               (a) Changes in Capitalization. Subject to any required action by\nthe stockholders of the Company, the Reserves, the maximum number of shares each\nparticipant may purchase per Offering Period (pursuant to Section 7), as well as\nthe price per share and the number of shares of Common Stock covered by each\noption under the Plan which has not yet been exercised shall be proportionately\nadjusted for any increase or decrease in the number of issued shares of Common\nStock resulting from a stock split, reverse stock split, stock dividend,\ncombination or reclassification of the Common Stock, or any other increase or\ndecrease in the number of shares of Common Stock effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been 'effected\nwithout receipt of consideration.' Such adjustment shall be made by the Board,\nwhose determination in that respect shall be final, binding and conclusive.\nExcept as expressly provided herein, no issuance by the Company of shares of\nstock of any class, or securities convertible into shares of stock of any class,\nshall affect, and no adjustment by reason thereof shall be made with respect to,\nthe number or price of shares of Common Stock subject to an option.\n\n               (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Offering Period then in progress\nshall be shortened by setting a new Exercise Date (the 'New Exercise Date'), and\nshall terminate immediately prior to the consummation of such proposed\ndissolution or liquidation, unless provided otherwise by the Board. The New\nExercise Date shall be before the date of the Company's proposed dissolution or\nliquidation. The Board shall notify each participant in writing, at least ten\nbusiness days prior to the New Exercise Date, that the Exercise Date for the\nparticipant's option has been changed to the New Exercise Date and that the\nparticipant's option shall be exercised automatically on the New Exercise Date,\nunless prior to such date the participant has withdrawn from the Offering Period\nas provided in Section 10 hereof.\n\n               (c) Merger or Asset Sale. In the event of a proposed sale of all\nor substantially all of the assets of the Company, or the merger of the Company\nwith or into another corporation, each outstanding option shall be assumed or an\nequivalent option substituted by the successor corporation or a Parent or\nSubsidiary of the successor corporation. In the event that the successor\ncorporation refuses to assume or substitute for the option, the Offering Period\nthen in progress shall be shortened by setting a new Exercise Date (the 'New\nExercise Date'). The New Exercise Date shall be before the date of the Company's\nproposed sale or merger. The Board shall notify each participant in writing, at\nleast ten business days prior to the New Exercise Date, that the Exercise Date\nfor the participant's option has been\n\n\n                                      -7-\n\n\nchanged to the New Exercise Date and that the participant's option shall be\nexercised automatically on the New Exercise Date, unless prior to such date the\nparticipant has withdrawn from the Offering Period as provided in Section 10\nhereof.\n\n        20. Amendment or Termination.\n\n               (a) The Board of Directors of the Company may at any time and for\nany reason terminate or amend the Plan. Except as provided in Section 19 hereof,\nno such termination can affect options previously granted; provided, that an\nOffering Period may be terminated by the Board of Directors on any Exercise Date\nif the Board determines that the termination of the Plan is in the best\ninterests of the Company and its stockholders. Except as provided in Section 19\nhereof, no amendment may make any change in any option theretofore granted which\nadversely affects the rights of any participant. To the extent necessary to\ncomply with Section 423 of the Code (or any other applicable law, regulation or\nstock exchange rule), the Company shall obtain shareholder approval in such a\nmanner and to such a degree as required.\n\n               (b) Without stockholder consent and without regard to whether any\nparticipant rights may be considered to have been 'adversely affected,' the\nBoard (or its committee) shall be entitled to change the Offering Periods, limit\nthe frequency and\/or number of changes in the amount withheld during an Offering\nPeriod, establish the exchange ratio applicable to amounts withheld in a\ncurrency other than U.S. dollars, permit payroll withholding in excess of the\namount designated by a participant in order to adjust for delays or mistakes in\nthe Company's processing of properly completed withholding elections, establish\nreasonable waiting and adjustment periods and\/or accounting and crediting\nprocedures to ensure that amounts applied toward the purchase of Common Stock\nfor each participant properly correspond with amounts withheld from the\nparticipant's Compensation, and establish such other limitations or procedures\nas the Board (or its committee) determines in its sole discretion advisable\nwhich are consistent with the Plan.\n\n        21. Notices. All notices or other communications by a participant to the\nCompany under or in connection with the Plan shall be deemed to have been duly\ngiven when received in the form specified by the Company at the location, or by\nthe person, designated by the Company for the receipt thereof.\n\n        22. Conditions Upon Issuance of Shares. Shares shall not be issued with\nrespect to an option unless the exercise of such option and the issuance and\ndelivery of such shares pursuant thereto shall comply with all applicable\nprovisions of law, domestic or foreign, including, without limitation, the\nSecurities Act of 1933, as amended, the Securities Exchange Act of 1934, as\namended, the rules and regulations promulgated thereunder, and the requirements\nof any stock exchange upon which the shares may then be listed, and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n        As a condition to the exercise of an option, the Company may require the\nperson exercising such option to represent and warrant at the time of any such\nexercise that the shares are being purchased only for investment and without any\npresent intention to sell or distribute such shares if, in the opinion of\n\n\n                                      -8-\n\n\ncounsel for the Company, such a representation is required by any of the\naforementioned applicable provisions of law.\n\n        23. Term of Plan. The Plan shall become effective upon the earlier to\noccur of its adoption by the Board of Directors or its approval by the\nstockholders of the Company. It shall continue in effect for a term of ten years\nunless sooner terminated under Section 20 hereof.\n\n\n                                      -9-\n\n\n                                    EXHIBIT A\n\n                             SAGENT TECHNOLOGY, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                             SUBSCRIPTION AGREEMENT\n\n\n_____ Original Application                           Enrollment Date: __________\n_____ Change in Payroll Deduction Rate\n_____ Change of Beneficiary(ies)\n\n1.      _____________________________________ hereby elects to participate in\n        the Sagent Technology, Inc. 1999 Employee Stock Purchase Plan (the\n        'Employee Stock Purchase Plan') and subscribes to purchase shares of the\n        Company's Common Stock in accordance with this Subscription Agreement\n        and the Employee Stock Purchase Plan.\n\n2.      I hereby authorize payroll deductions from each paycheck in the amount\n        of ____% of my Compensation on each payday (from 1 to 20%) during the\n        Offering Period in accordance with the Employee Stock Purchase Plan.\n        (Please note that no fractional percentages are permitted.)\n\n3.      I understand that said payroll deductions shall be accumulated for the\n        purchase of shares of Common Stock at the applicable Purchase Price\n        determined in accordance with the Employee Stock Purchase Plan. I\n        understand that if I do not withdraw from an Offering Period, any\n        accumulated payroll deductions will be used to automatically exercise my\n        option.\n\n4.      I have received a copy of the complete Employee Stock Purchase Plan. I\n        understand that my participation in the Employee Stock Purchase Plan is\n        in all respects subject to the terms of the Plan. I understand that my\n        ability to exercise the option under this Subscription Agreement is\n        subject to stockholder approval of the Employee Stock Purchase Plan.\n\n5.      Shares purchased for me under the Employee Stock Purchase Plan should be\n        issued in the name(s) of (Employee or Employee and Spouse only):\n        ________________________.\n\n6.      I understand that if I dispose of any shares received by me pursuant to\n        the Plan within two years after the Enrollment Date (the first day of\n        the Offering Period during which I purchased such shares), I will be\n        treated for federal income tax purposes as having received ordinary\n        income at the time of such disposition in an amount equal to the excess\n        of the fair market value of the shares at the time such shares were\n        purchased by me over the price which I paid for the shares. I hereby\n        agree to notify the Company in writing within 30 days after the date of\n        any disposition of shares and I will make adequate provision for\n        Federal, state or other tax withholding obligations, if any, which\n        arise upon the disposition of the Common Stock. The Company may, but not\n        be obligated to, withhold from my compensation the amount necessary to\n        meet any\n\n\n\n\n\n        applicable withholding obligation including any withholding necessary to\n        make available to the Company any tax deductions or benefits\n        attributable to sale or early disposition of Common Stock by me. If I\n        dispose of such shares at any time after the expiration of the two-year\n        holding period, I understand that I will be treated for federal income\n        tax purposes as having received income only at the time of such\n        disposition, and that such income will be taxed as ordinary income only\n        to the extent of an amount equal to the lesser of (1) the excess of the\n        fair market value of the shares at the time of such disposition over the\n        purchase price which I paid for the shares, or (2) 15% of the fair\n        market value of the shares on the first day of the Offering Period. The\n        remainder of the gain, if any, recognized on such disposition will be\n        taxed as capital gain.\n\n7.      I hereby agree to be bound by the terms of the Employee Stock Purchase\n        Plan. The effectiveness of this Subscription Agreement is dependent upon\n        my eligibility to participate in the Employee Stock Purchase Plan.\n\n8.      In the event of my death, I hereby designate the following as my\n        beneficiary(ies) to receive all payments and shares due me under the\n        Employee Stock Purchase Plan:\n\n\n\nName: (Please print)  \n                      ----------------------------------------------------------\n                           (First)           (Middle)           (Last)\n\n\n-------------------------      -------------------------------------------------\nRelationship\n                               -------------------------------------------------\n                               (Address)\n\n\nEmployee's Social\nSecurity Number:\n                               -------------------------------------------------\n\n\n\nEmployee's Address:\n                               -------------------------------------------------\n\n                               -------------------------------------------------\n\n                               -------------------------------------------------\n\n\nI UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT\nSUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.\n\n                                      -2-\n\n\nDated: \n      ------------------   ----------------------------------------------------\n                           Signature of Employee\n\n\n                           ----------------------------------------------------\n                           Spouse's Signature (If beneficiary other than spouse)\n\n\n\n\n                                      -3-\n\n\n                                    EXHIBIT B\n\n                             SAGENT TECHNOLOGY, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                              NOTICE OF WITHDRAWAL\n\n        The undersigned participant in the Offering Period of the Sagent\nTechnology, Inc. 1999 Employee Stock Purchase Plan which began on ___________,\n19____ (the 'Enrollment Date') hereby notifies the Company that he or she hereby\nwithdraws from the Offering Period. He or she hereby directs the Company to pay\nto the undersigned as promptly as practicable all the payroll deductions\ncredited to his or her account with respect to such Offering Period. The\nundersigned understands and agrees that his or her option for such Offering\nPeriod will be automatically terminated. The undersigned understands further\nthat no further payroll deductions will be made for the purchase of shares in\nthe current Offering Period and the undersigned shall be eligible to participate\nin succeeding Offering Periods only by delivering to the Company a new\nSubscription Agreement.\n\n\n                                            Name and Address of Participant:\n\n                                            ------------------------------------\n\n                                            ------------------------------------\n\n                                            ------------------------------------\n\n\n\n                                            Signature:\n\n                                            ------------------------------------\n\n                                            Date:\n                                                 -------------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-38344","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38344","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=38344"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38344"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38344"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38344"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}