{"id":38345,"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-salon-internet-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-salon-internet-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-salon-internet-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Salon Internet Inc."},"content":{"rendered":"<pre>\n                             SALON INTERNET, INC.\n\n                       1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                   Adopted by the Board on            , 1999\n                                           -----------\n\n        1.  Establishment, Purpose and Term of Plan.\n        --  --------------------------------------- \n\n                1.1 Establishment. This 1999 Employee Stock Purchase Plan (the\n'Plan') is hereby established effective as of the effective date of the initial\nregistration by the Company of its Stock under Section 12 of the Securities\nExchange Act of 1934, as amended (the 'Effective Date').\n\n                1.2 Purpose. The purpose of the Plan is to advance the interests\nof Company and its shareholders by providing an incentive to attract, retain and\nreward Eligible Employees of the Participating Company Group and by motivating\nsuch persons to contribute to the growth and profitability of the Participating\nCompany Group. The Plan provides such Eligible Employees with an opportunity to\nacquire a proprietary interest in the Company through the purchase of Stock. The\nCompany intends that the Plan qualify as an 'employee stock purchase plan' under\nSection 423 of the Code.\n\n                1.3 Term of Plan. The Plan shall continue in effect until the\nearlier of its termination by the Board or the date on which all of the shares\nof Stock available for issuance under the Plan have been issued.\n\n        2.  Definitions and Construction.\n        --  ---------------------------- \n\n                2.1 Definitions. Any term not expressly defined in the Plan but\ndefined for purposes of Section 423 of the Code shall have the same definition\nherein. Whenever used herein, the following terms shall have their respective\nmeanings set forth below:\n\n                        (a) 'Board' means the Board of Directors of the Company.\nIf one or more Committees have been appointed by the Board to administer the\nPlan, 'Board' also means such Committee(s).\n\n                        (b) 'Code' means the Internal Revenue Code of 1986, as\namended, and any applicable regulations promulgated thereunder.\n\n                        (c) 'Committee' means a committee of the Board duly\nappointed to administer the Plan and having such powers as shall be specified by\nthe Board. Unless the powers of the Committee have been specifically limited,\nthe Committee shall have all of the powers of the Board granted herein,\nincluding, without limitation, the power to amend or terminate the Plan at any\ntime, subject to the terms of the Plan and any applicable limitations imposed by\nlaw.\n\n                        (d) 'Company' means Salon Internet, Inc., a California\ncorporation, or any successor corporation thereto.\n\n                                       1\n\n \n                        (e) 'Compensation' means, with respect to any Offering\nPeriod, base wages or salary, commissions, overtime, bonuses, annual awards,\nother incentive payments, shift premiums, and all other compensation paid in\ncash during such Offering Period before deduction for any contributions to any\nplan maintained by a Participating Company and described in Section 401(k) or\nSection 125 of the Code. Compensation shall not include reimbursements of\nexpenses, allowances, long-term disability, workers' compensation or any amount\ndeemed received without the actual transfer of cash or any amounts directly or\nindirectly paid pursuant to the Plan or any other stock purchase or stock option\nplan, or any other compensation not included above.\n\n                        (f) 'Eligible Employee' means an Employee who meets the\nrequirements set forth in Section 5 for eligibility to participate in the Plan.\n\n                        (g) 'Employee' means a person treated as an employee of\na Participating Company for purposes of Section 423 of the Code. A Participant\nshall be deemed to have ceased to be an Employee either upon an actual\ntermination of employment or upon the corporation employing the Participant\nceasing to be a Participating Company. For purposes of the Plan, an individual\nshall not be deemed to have ceased to be an Employee while such individual is on\nany military leave, sick leave, or other bona fide leave of absence approved by\nthe Company of ninety (90) days or less. In the event an individual's leave of\nabsence exceeds ninety (90) days, the individual shall be deemed to have ceased\nto be an Employee on the ninety-first (91st) day of such leave unless the\nindividual's right to reemployment with the Participating Company Group is\nguaranteed either by statute or by contract. The Company shall determine in good\nfaith and in the exercise of its discretion whether an individual has become or\nhas ceased to be an Employee and the effective date of such individual's\nemployment or termination of employment, as the case may be. For purposes of an\nindividual's participation in or other rights, if any, under the Plan as of the\ntime of the Company's determination, all such determinations by the Company\nshall be final, binding and conclusive, notwithstanding that the Company or any\ngovernmental agency subsequently makes a contrary determination.\n                \n                        (h) 'Fair Market Value' means, as of any date, if there\nis then a public market for the Stock, the closing price of a share of Stock (or\nthe mean of the closing bid and asked prices if the Stock is so quoted instead)\nas quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such\nother national or regional securities exchange or market system constituting the\nprimary market for the Stock, as reported in The Wall Street Journal or such\n                                             ----------------------- \nother source as the Company deems reliable. If the relevant date does not fall\non a day on which the Stock has traded on such securities exchange or market\nsystem, the date on which the Fair Market Value shall be established shall be\nthe last day on which the Stock was so traded prior to the relevant date, or\nsuch other appropriate day as shall be determined by the Board, in its\ndiscretion. If, as of any date, there is then no public market for the Stock,\nthe Fair Market Value on any relevant date shall be as determined by the Board.\nNotwithstanding the foregoing, the Fair Market Value per share of Stock on the\nEffective Date shall be deemed to be the public offering price set forth in the\nfinal prospectus filed with the Securities and Exchange Commission in connection\nwith the initial public offering of the Stock.\n\n                        (i) 'Offering' means an offering of Stock as provided in\nSection 6. \n\n                                       2\n\n \n                        (j) 'Offering Date' mea ns, for any Offering, the first\nday of the Offering Period with respect to such Offering.\n\n                        (k) 'Offering Period' means a period established in\naccordance with Section 6.1.\n\n                        (l) 'Parent Corporation' means any present or future\n'parent corporation' of the Company, as defined in Section 424(e) of the\nCode.\n\n                        (m) 'Participant' means an Eligible Employee who has\nbecome a participant in an Offering Period in accordance with Section 7 and\nremains a participant in accordance with the Plan.\n\n                        (n) 'Participating Company' means the Company or any\nParent Corporation or Subsidiary Corporation designated by the Board as a\ncorporation the Employees of which may, if Eligible Employees, participate in\nthe Plan. The Board shall have the sole and absolute discretion to determine\nfrom time to time which Parent Corporations or Subsidiary Corporations shall be\nParticipating Companies.\n\n                        (o) 'Participating Company Group' means, at any point in\ntime, the Company and all other corporations collectively which are then\nParticipating Companies.\n\n                        (p) 'Purchase Date' means the last day of an Offering\nPeriod (or Purchase Period, if so determined by the Board).\n\n                        (q) 'Purchase Period' means a period, if any,\nestablished in accordance with Section 6.2.\n\n                        (r) 'Purchase Price' means the price at which a share of\nStock may be purchased under the Plan, as determined in accordance with\nSection 9.\n\n                        (s) 'Purchase Right' means an option granted to a\nParticipant pursuant to the Plan to purchase such shares of Stock as provided in\nSection 8, which the Participant may or may not exercise during the Offering\nPeriod in which such option is outstanding. Such option arises from the right of\na Participant to withdraw any accumulated payroll deductions of the Participant\nnot previously applied to the purchase of Stock under the Plan and to terminate\nparticipation in the Plan at any time during an Offering Period.\n\n                        (t) 'Stock' means the common stock of the Company, as\nadjusted from time to time in accordance with Section 4.2.\n\n                        (u) 'Subscription Agreement' means a written agreement\nin such form as specified by the Company, stating an Employee's election to\nparticipate in the Plan and authorizing payroll deductions under the Plan\nfrom the Employee's Compensation.\n\n                        (v) 'Subscription Date' means the last business day\nprior to an Offering Date or such other date as the Company shall establish.\n\n                                       3\n\n \n                        (w) 'Subsidiary Corporation' means any present or future\n'subsidiary corporation' of the Company, as defined in Section 424(f) of\nthe Code.\n\n                2.2 Construction. Captions and titles contained herein are for\nconvenience only and shall not affect the meaning or interpretation of any\nprovision of the Plan. Except when otherwise indicated by the context, the\nsingular shall include the plural and the plural shall include the singular. Use\nof the term 'or' is not intended to be exclusive, unless the context clearly\nrequires otherwise.\n\n        3.  Administration.\n        --  -------------- \n\n                3.1 Administration by the Board. The Plan shall be administered\nby the Board. All questions of interpretation of the Plan, of any form of\nagreement or other document employed by the Company in the administration of the\nPlan, or of any Purchase Right shall be determined by the Board and shall be\nfinal and binding upon all persons having an interest in the Plan or the\nPurchase Right. Subject to the provisions of the Plan, the Board shall determine\nall of the relevant terms and conditions of Purchase Rights granted pursuant to\nthe Plan; provided, however, that all Participants granted Purchase Rights\npursuant to the Plan shall have the same rights and privileges within the\nmeaning of Section 423(b)(5) of the Code. All expenses incurred in connection\nwith the administration of the Plan shall be paid by the Company.\n\n                3.2 Authority of Officers. Any officer of the Company shall have\nthe authority to act on behalf of the Company with respect to any matter, right,\nobligation, determination or election that is the responsibility of or that is\nallocated to the Company herein, provided that the officer has apparent\nauthority with respect to such matter, right, obligation, determination or\nelection.\n\n                3.3 Policies and Procedures Established by the Company. The\nCompany may, from time to time, consistent with the Plan and the requirements of\nSection 423 of the Code, establish, change or terminate such rules, guidelines,\npolicies, procedures, limitations, or adjustments as deemed advisable by the\nCompany, in its sole discretion, for the proper administration of the Plan,\nincluding, without limitation, (a) a minimum payroll deduction amount required\nfor participation in an Offering, (b) a limitation on the frequency or number of\nchanges permitted in the rate of payroll deduction during an Offering, (c) an\nexchange ratio applicable to amounts withheld in a currency other than United\nStates dollars, (d) a payroll deduction greater than or less than the amount\ndesignated by a Participant in order to adjust for the Company's delay or\nmistake in processing a Subscription Agreement or in otherwise effecting a\nParticipant's election under the Plan or as advisable to comply with the\nrequirements of Section 423 of the Code, and (e) determination of the date and\nmanner by which the Fair Market Value of a share of Stock is determined for\npurposes of administration of the Plan.\n\n        4.  Shares Subject to Plan.\n        --  ---------------------- \n\n                4.1 Maximum Number of Shares Issuable. Subject to adjustment as\nprovided in Section 4.2, the maximum aggregate number of shares of Stock that\nmay be issued under the Plan shall be one million (1,000,000), cumulatively\nincreased on June 1, 2000 and each June 1 thereafter until and including June 1,\n2009 by an amount equal to the lesser of (a) Five \n\n                                       4\n\n \nHundred Thousand (500,000) shares or (b) a lesser amount of shares determined by\nthe Board, and shall consist of authorized but unissued or reacquired shares of\nStock, or any combination thereof. If an outstanding Purchase Right for any\nreason expires or is terminated or canceled, the shares of Stock allocable to\nthe unexercised portion of such Purchase Right shall again be available for\nissuance under the Plan.\n\n                4.2 Adjustments for Changes in Capital Structure. In the event\nof any stock dividend, stock split, reverse stock split, recapitalization,\ncombination, reclassification or similar change in the capital structure of the\nCompany, or in the event of any merger (including a merger effected for the\npurpose of changing the Company's domicile), sale of assets or other\nreorganization in which the Company is a party, appropriate adjustments shall be\nmade in the number and class of shares subject to the Plan and each Purchase\nRight and in the Purchase Price. If a majority of the shares which are of the\nsame class as the shares that are subject to outstanding Purchase Rights are\nexchanged for, converted into, or otherwise become (whether or not pursuant to\nan Ownership Change Event) shares of another corporation (the 'New Shares'), the\nBoard may unilaterally amend the outstanding Purchase Rights to provide that\nsuch Purchase Rights are exercisable for New Shares. In the event of any such\namendment, the number of shares subject to, and the Purchase Price of, the\noutstanding Purchase Rights shall be adjusted in a fair and equitable manner, as\ndetermined by the Board, in its sole discretion. Notwithstanding the foregoing,\nany fractional share resulting from an adjustment pursuant to this Section 4.2\nshall be rounded down to the nearest whole number, and in no event may the\nPurchase Price be decreased to an amount less than the par value, if any, of the\nstock subject to the Purchase Right. The adjustments determined by the Board\npursuant to this Section 4.2 shall be final, binding and conclusive.\n\n        5.  Eligibility.\n        --  ----------- \n\n                5.1 Employees Eligible to Participate. Each Employee of a\nParticipating Company is eligible to participate in the Plan and shall be deemed\nan Eligible Employee, except the following:\n\n                        (a) Any Employee who is customarily employed by the\nParticipating Company Group for less than twenty (20) hours per week; or\n\n                        (b) Any Employee who is customarily employed by the\nParticipating Company Group for not more than five (5) months in any calendar\nyear.\n\n                5.2 Exclusion of Certain Shareholders. Notwithstanding any\nprovision of the Plan to the contrary, no Employee shall be granted a Purchase\nRight under the Plan if, immediately after such grant, such Employee would own\nor hold options to purchase stock of the Company or of any Parent Corporation or\nSubsidiary Corporation possessing five percent (5%) or more of the total\ncombined voting power or value of all classes of stock of such corporation, as\ndetermined in accordance with Section 423(b)(3) of the Code. For purposes of\nthis Section 5.2, the attribution rules of Section 424(d) of the Code shall\napply in determining the stock ownership of such Employee.\n\n                                       5\n\n \n        6.  Offerings.\n        --  --------- \n\n                6.1 Offering Periods. The Plan shall be implemented by\nsequential Offerings (an 'Offering Period'). The first Offering Period shall\ncommence on the Effective Date and end on January 31, 2000 (the 'Initial\nOffering Period'). Subsequent Offerings shall commence on the first day of\nFebruary and August of each year and end on the last day of July and January,\nrespectively, occurring thereafter, and will have a duration of approximately\nsix (6) months.\n\n                6.2 Purchase Periods. If the Board so determines, in its\ndiscretion, each Offering Period may consist of two (2) or more consecutive\nPurchase Periods having such duration as the Board shall specify, and the last\nday of each such Purchase Period shall be a Purchase Date.\n\n                6.3 Discretion to Vary Duration. Notwithstanding the foregoing,\nthe Board may establish a different duration for one or more Offering Periods or\nPurchase Periods or different commencing or ending dates for such periods;\nprovided, however, that no Offering Period may have a duration exceeding twenty-\nseven (27) months. If the first or last day of an Offering Period or a Purchase\nPeriod is not a day on which the national securities exchanges or Nasdaq Stock\nMarket are open for trading, the Company shall specify the trading day that will\nbe deemed the first or last day, as the case may be, of the period.\n\n        7.  Participation in the Plan.\n        --  ------------------------- \n\n                7.1 Initial Participation. An Eligible Employee may become a\nParticipant in an Offering Period by delivering a properly completed\nSubscription Agreement to the Company not later than the close of business for\nsuch office on the Subscription Date established by the Company for the\napplicable Offering Date. An Eligible Employee who does not deliver a properly\ncompleted Subscription Agreement to the Company's designated office on or before\nthe Subscription Date shall not participate in that Offering Period or any\nsubsequent Offering Period unless such Eligible Employee subsequently delivers a\nproperly completed Subscription Agreement to the appropriate office of the\nCompany on or before the Subscription Date for such subsequent Offering Period.\nAn Employee who becomes an Eligible Employee after the Offering Date of an\nOffering Period (other than the Initial Offering Period) shall not be eligible\nto participate in such Offering Period but may participate in any subsequent\nOffering Period provided such Employee is still an Eligible Employee as of the\nOffering Date of such subsequent Offering Period.\n\n                7.2 Continued Participation. A Participant shall automatically\nparticipate in the next Offering Period commencing immediately after the final\nPurchase Date of each Offering Period in which the Participant participates\nprovided that such Participant remains an Eligible Employee on the Offering Date\nof the new Offering Period and has not either (a) withdrawn from the Plan, or\n(b) terminated employment as provided in Section 13. A Participant who may\nautomatically participate in a subsequent Offering Period, as provided in this\nSection, is not required to deliver any additional Subscription Agreement for\nthe subsequent Offering Period in order to continue participation in the Plan.\nHowever, a Participant may deliver a new Subscription Agreement for a subsequent\nOffering Period in accordance with the procedures set\n\n                                       6\n\n \nforth in Section 7.1 if the Participant desires to change any of the elections\ncontained in the Participant's then effective Subscription Agreement.\n\n        8.  Right to Purchase Shares.\n        --  ------------------------ \n\n                8.1 Grant of Purchase Right. Except as set forth below, on the\nOffering Date of each Offering Period, each Participant in such Offering Period\nshall be granted automatically, on the Offering Date, a Purchase Right\nconsisting of an option to purchase, on each Purchase Date within such Offering\nPeriod, that number of whole shares of Stock determined by dividing the\naggregate payroll deductions collected from the Participant by the applicable\nPurchase Price on such Purchase Date; provided, that no Participant may purchase\nmore than two thousand (2,000) shares of Stock on any Purchase Date.\n\n                8.2 Calendar Year Purchase Limitation. Notwithstanding any\nprovision of the Plan to the contrary, no Participant shall be granted a\nPurchase Right which permits his or her right to purchase shares of Stock under\nthe Plan to accrue at a rate which, when aggregated with such Participant's\nrights to purchase shares under all other employee stock purchase plans of a\nParticipating Company intended to meet the requirements of Section 423 of the\nCode, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or\nsuch other limit, if any, as may be imposed by the Code) for each calendar year\nin which such Purchase Right is outstanding at any time. For purposes of the\npreceding sentence, the Fair Market Value of shares purchased during a given\nOffering Period shall be determined as of the Offering Date for such Offering\nPeriod. The limitation described in this Section shall be applied in conformance\nwith applicable regulations under Section 423(b)(8) of the Code.\n\n        9.  Purchase Price.\n        --  -------------- \n\n          The Purchase Price at which each share of Stock may be acquired in an\nOffering Period upon the exercise of all or any portion of a Purchase Right\nshall be established by the Board; provided, however, that the Purchase Price\nshall not be less than eighty-five percent (85%) of the lesser of (a) the Fair\nMarket Value of a share of Stock on the Offering Date of the Offering Period or\n(b) the Fair Market Value of a share of Stock on the Purchase Date.  Unless\notherwise provided by the Board prior to the commencement of an Offering Period,\nthe Purchase Price for that Offering Period shall be eighty-five percent (85%)\nof the lesser of (a) the Fair Market Value of a share of Stock on the Offering\nDate of the Offering Period, or (b) the Fair Market Value of a share of Stock on\nthe Purchase Date.\n\n        10.  Accumulation of Purchase Price through Payroll Deduction.\n        ---  -------------------------------------------------------- \n\n          Shares of Stock acquired pursuant to the exercise of all or any\nportion of a Purchase Right may be paid for only by means of payroll deductions\nfrom the Participant's Compensation accumulated during the Offering Period for\nwhich such Purchase Right was granted, subject to the following:\n\n        10.1 Amount of Payroll Deductions. Except as otherwise provided herein,\nthe amount to be deducted under the Plan from a Participant's Compensation on\neach payday during an Offering Period (after the Offering Date) shall be\ndetermined by the Participant's Subscription\n\n                                       7\n\n \nAgreement. The Subscription Agreement shall set forth the percentage of the\nParticipant's Compensation to be deducted on each payday during an Offering\nPeriod (after the Offering Date) in whole percentages of not less than one\npercent (1%) (except as a result of an election pursuant to Section 10.3 to stop\npayroll deductions made effective following the first payday during an Offering\nafter the Offering Date) or more than ten percent (10%). Notwithstanding the\nforegoing, the Board may change the limits on payroll deductions effective as of\nany future Offering Date.\n\n        10.2 Commencement of Payroll Deductions. Payroll deductions shall\ncommence on the first payday following the Offering Date and shall continue to\nthe end of the Offering Period unless sooner altered or terminated as provided\nherein.\n\n        10.3 Election to Change or Stop Payroll Deductions. During an Offering\nPeriod, a Participant may elect to increase or decrease the rate of or to stop\ndeductions from his or her Compensation by delivering to the Company an amended\nSubscription Agreement authorizing such change on or before the 'Change Notice\nDate.' The 'Change Notice Date' shall be a date prior to the beginning of the\nfirst pay period for which such election is to be effective as established by\nthe Company from time to time and announced to the Participants. A Participant\nwho elects to decrease the rate of his or her payroll deductions to zero percent\n(0%) shall nevertheless remain a Participant in the current Offering Period\nunless such Participant withdraws from the Plan as provided in Section 12.1.\n\n        10.4 Administrative Suspension of Payroll Deductions. The Company may,\nin its sole discretion, suspend a Participant's payroll deductions under the\nPlan as the Company deems advisable to avoid accumulating payroll deductions in\nexcess of the amount that could reasonably be anticipated to purchase the\nmaximum number of shares of Stock permitted during a calendar year under the\nlimit set forth in Section 8.2. Payroll deductions shall be resumed at the rate\nspecified in the Participant's then effective Subscription Agreement at the\nbeginning of the next Offering Period the Purchase Date of which falls in the\nfollowing calendar year.\n\n        10.5 Participant Accounts. Individual bookkeeping accounts shall be\nmaintained for each Participant. All payroll deductions from a Participant's\nCompensation shall be credited to such Participant's Plan account and shall be\ndeposited with the general funds of the Company. All payroll deductions received\nor held by the Company may be used by the Company for any corporate purpose.\n\n        10.6 No Interest Paid. Interest shall not be paid on sums deducted from\na Participant's Compensation pursuant to the Plan.\n\n        10.7 Voluntary Withdrawal from Plan Account. A Participant may withdraw\nall or any portion of the payroll deductions credited to his or her Plan account\nand not previously applied toward the purchase of Stock by delivering to the\nCompany a written notice on a form provided by the Company for such purpose. A\nParticipant who withdraws the entire remaining balance credited to his or her\nPlan account shall be deemed to have withdrawn from the Plan in accordance with\nSection 12.1. Amounts withdrawn shall be returned to the Participant as soon as\npracticable after the withdrawal and may not be applied to the purchase of\n\n                                       8\n\n \nshares in any Offering under the Plan. The Company may from time to time\nestablish or change limitations on the frequency of withdrawals permitted under\nthis Section, establish a minimum dollar amount that must be retained in the\nParticipant's Plan account, or terminate the withdrawal right provided by this\nSection.\n\n        11.  Purchase of Shares.\n        ---  ------------------ \n\n                11.1 Exercise of Purchase Right. On each Purchase Date, each\nParticipant who has not withdrawn from the Plan and whose participation in the\nOffering has not terminated before such Purchase Date shall automatically\nacquire pursuant to the exercise of the Participant's Purchase Right the number\nof whole shares of Stock determined by dividing (a) the total amount of the\nParticipant's payroll deductions accumulated in the Participant's Plan account\nduring the Offering Period and not previously applied toward the purchase of\nStock by (b) the Purchase Price. No shares of Stock shall be purchased on a\nPurchase Date on behalf of a Participant whose participation in the Offering or\nthe Plan has terminated before such Purchase Date.\n\n                11.2 Pro Rata Allocation of Shares. In the event that the number\nof shares of Stock which might be purchased by all Participants in the Plan on a\nPurchase Date exceeds the number of shares of Stock available in the Plan as\nprovided in Section 4.1, the Company shall make a pro rata allocation of the\nremaining shares in as uniform a manner as shall be practicable and as the\nCompany shall determine to be equitable. Any fractional share resulting from\nsuch pro rata allocation to any Participant shall be disregarded.\n\n                11.3 Delivery of Certificates. As soon as practicable after each\nPurchase Date, the Company shall arrange the delivery to each Participant, as\nappropriate, of a certificate representing the shares acquired by the\nParticipant on such Purchase Date; provided that the Company may deliver such\nshares to a broker that holds such shares in street name for the benefit of the\nParticipant. Shares to be delivered to a Participant under the Plan shall be\nregistered in the name of the Participant, or, if requested by the Participant,\nin the name of the Participant and his or her spouse, or, if applicable, in the\nnames of the heirs of the Participant.\n\n                11.4 Return of Cash Balance. Any cash balance remaining in a\nParticipant's Plan account following any Purchase Date shall be refunded to the\nParticipant as soon as practicable after such Purchase Date. However, if the\ncash to be returned to a Participant pursuant to the preceding sentence is an\namount less than the amount that would have been necessary to purchase an\nadditional whole share of Stock on such Purchase Date, the Company may retain\nsuch amount in the Participant's Plan account to be applied toward the purchase\nof shares of Stock in the subsequent Offering Period (or Purchase Period, if\napplicable).\n\n                11.5 Tax Withholding. At the time a Participant's Purchase Right\nis exercised, in whole or in part, or at the time a Participant disposes of some\nor all of the shares of Stock he or she acquires under the Plan, the Participant\nshall make adequate provision for the foreign, federal, state and local tax\nwithholding obligations of the Participating Company Group, if any, which arise\nupon exercise of the Purchase Right or upon such disposition of shares,\n\n                                       9\n\n \nrespectively. The Participating Company Group may, but shall not be obligated\nto, withhold from the Participant's compensation the amount necessary to meet\nsuch withholding obligations.\n\n                11.6 Expiration of Purchase Right. Any portion of a\nParticipant's Purchase Right remaining unexercised after the end of the Offering\nPeriod to which the Purchase Right relates shall expire immediately upon the end\nof the Offering Period.\n\n                11.7 Reports to Participants. Each Participant who has exercised\nall or part of his or her Purchase Right shall receive, as soon as practicable\nafter the Purchase Date, a report of such Participant's Plan account setting\nforth the total payroll deductions accumulated prior to such exercise, the\nnumber of shares of Stock purchased, the Purchase Price for such shares, the\ndate of purchase and the cash balance, if any, remaining immediately after such\npurchase that is to be refunded or retained in the Participant's Plan account\npursuant to Section 11.4. The report required by this Section may be delivered\nin such form and by such means, including by electronic transmission, as the\nCompany may determine.\n\n        12.  Withdrawal from Offering or Plan.\n        ---  -------------------------------- \n\n                12.1 Voluntary Withdrawal from the Plan. A Participant may\nwithdraw from the Plan by signing and delivering to the Company a written notice\nof withdrawal on a form provided by the Company for such purpose. Such\nwithdrawal may be elected at any time prior to the end of an Offering Period. A\nParticipant who voluntarily withdraws from the Plan is prohibited from resuming\nparticipation in the Plan in the same Offering from which he or she withdrew,\nbut may participate in any subsequent Offering by again satisfying the\nrequirements of Sections 5 and 7.1. The Company may impose a requirement that\nthe notice of withdrawal from the Plan be on file with the Company for a\nreasonable period prior to the effectiveness of the Participant's withdrawal.\n\n                12.2 Return of Payroll Deductions. Upon a Participant's\nvoluntary withdrawal from the Plan pursuant to Section 12.1, the Participant's\naccumulated payroll deductions which have not been applied toward the purchase\nof shares of Stock shall be refunded to the Participant as soon as practicable\nafter the withdrawal, without the payment of any interest, and the Participant's\ninterest in the Plan shall terminate. Such accumulated payroll deductions to be\nrefunded in accordance with this Section may not be applied to any other\nOffering under the Plan.\n\n        13.  Termination of Employment or Eligibility.\n        ---  ---------------------------------------- \n\n          Upon a Participant's ceasing, prior to a Purchase Date, to be an\nEmployee of the Participating Company Group for any reason, including\nretirement, disability or death, or the failure of a Participant to remain an\nEligible Employee, the Participant's participation in the Plan shall terminate\nimmediately. In such event, the payroll deductions credited to the Participant's\nPlan account since the last Purchase Date shall, as soon as practicable, be\nreturned to the Participant or, in the case of the Participant's death, to the\nParticipant's legal representative, and all of the Participant's rights under\nthe Plan shall terminate. Interest shall not be paid on sums returned pursuant\nto this Section 13. A Participant whose participation has been so terminated\n\n                                       10\n\n \nmay again become eligible to participate in the Plan by again satisfying the\nrequirements of Sections 5 and 7.1.\n\n        14.  Change in Control.\n        ---  ----------------- \n\n                14.1  Definitions.\n                        \n                        (a) An 'Ownership Change Event' shall be deemed to have\noccurred if any of the following occurs with respect to the Company: (i) the\ndirect or indirect sale or exchange in a single or series of related\ntransactions by the shareholders of the Company of more than fifty percent (50%)\nof the voting stock of the Company; (ii) a merger or consolidation in which the\nCompany is a party; (iii) the sale, exchange, or transfer of all or\nsubstantially all of the assets of the Company; or (iv) a liquidation or\ndissolution of the Company.\n\n                        (b) A 'Change in Control' shall mean an Ownership Change\nEvent or a series of related Ownership Change Events (collectively, the\n'Transaction') wherein the shareholders of the Company immediately before the\nTransaction do not retain immediately after the Transaction, in substantially\nthe same proportions as their ownership of shares of the Company's voting stock\nimmediately before the Transaction, direct or indirect beneficial ownership of\nmore than fifty percent (50%) of the total combined voting power of the\noutstanding voting stock of the Company or the corporation or corporations to\nwhich the assets of the Company were transferred (the 'Transferee\nCorporation(s)'), as the case may be. For purposes of the preceding sentence,\nindirect beneficial ownership shall include, without limitation, an interest\nresulting from ownership of the voting stock of one or more corporations which,\nas a result of the Transaction, own the Company or the Transferee\nCorporation(s), as the case may be, either directly or through one or more\nsubsidiary corporations. The Board shall have the right to determine whether\nmultiple sales or exchanges of the voting stock of the Company or multiple\nOwnership Change Events are related, and its determination shall be final,\nbinding and conclusive.\n\n                14.2 Effect of Change in Control on Purchase Rights. In the\nevent of a Change in Control, the surviving, continuing, successor, or\npurchasing corporation or parent corporation thereof, as the case may be (the\n'Acquiring Corporation'), may assume the Company's rights and obligations under\nthe Plan. If the Acquiring Corporation elects not to assume the Company's rights\nand obligations under outstanding Purchase Rights, the Purchase Date of the then\ncurrent Offering Period shall be accelerated to a date before the date of the\nChange in Control specified by the Board, but the number of shares of Stock\nsubject to outstanding Purchase Rights shall not be adjusted. All Purchase\nRights which are neither assumed by the Acquiring Corporation in connection with\nthe Change in Control nor exercised as of the date of the Change in Control\nshall terminate and cease to be outstanding effective as of the date of the\nChange in Control.\n\n        15.  Nontransferability of Purchase Rights.\n        ---  ------------------------------------- \n\n          A Purchase Right may not be transferred in any manner otherwise than\nby will or the laws of descent and distribution and shall be exercisable during\nthe lifetime of the Participant only by the Participant.\n\n                                       11\n\n \n        16.  Compliance with Securities Law.\n        ---  ------------------------------ \n\n          The issuance of shares under the Plan shall be subject to compliance\nwith all applicable requirements of federal, state and foreign law with respect\nto such securities.  A Purchase Right may not be exercised if the issuance of\nshares upon such exercise would constitute a violation of any applicable\nfederal, state or foreign securities laws or other law or regulations or the\nrequirements of any securities exchange or market system upon which the Stock\nmay then be listed.  In addition, no Purchase Right may be exercised unless (a)\na registration statement under the Securities Act of 1933, as amended, shall at\nthe time of exercise of the Purchase Right be in effect with respect to the\nshares issuable upon exercise of the Purchase Right, or (b) in the opinion of\nlegal counsel to the Company, the shares issuable upon exercise of the Purchase\nRight may be issued in accordance with the terms of an applicable exemption from\nthe registration requirements of said Act.  The inability of the Company to\nobtain from any regulatory body having jurisdiction the authority, if any,\ndeemed by the Company's legal counsel to be necessary to the lawful issuance and\nsale of any shares under the Plan shall relieve the Company of any liability in\nrespect of the failure to issue or sell such shares as to which such requisite\nauthority shall not have been obtained.  As a condition to the exercise of a\nPurchase Right, the Company may require the Participant to satisfy any\nqualifications that may be necessary or appropriate, to evidence compliance with\nany applicable law or regulation, and to make any representation or warranty\nwith respect thereto as may be requested by the Company.\n\n        17.  Rights as a Shareholder and Employee.\n        ---  ------------------------------------ \n\n          A Participant shall have no rights as a shareholder by virtue of the\nParticipant's participation in the Plan until the date of the issuance of a\ncertificate for the shares purchased pursuant to the exercise of the\nParticipant's Purchase Right (as evidenced by the appropriate entry on the books\nof the Company or of a duly authorized transfer agent of the Company).  No\nadjustment shall be made for dividends, distributions or other rights for which\nthe record date is prior to the date such certificate is issued, except as\nprovided in Section 4.2.  Nothing herein shall confer upon a Participant any\nright to continue in the employ of the Participating Company Group or interfere\nin any way with any right of the Participating Company Group to terminate the\nParticipant's employment at any time.\n\n        18.  Legends.\n        ---  ------- \n\n          The Company may at any time place legends or other identifying symbols\nreferencing any applicable federal, state or foreign securities law restrictions\nor any provision convenient in the administration of the Plan on some or all of\nthe certificates representing shares of Stock issued under the Plan.  The\nParticipant shall, at the request of the Company, promptly present to the\nCompany any and all certificates representing shares acquired pursuant to a\nPurchase Right in the possession of the Participant in order to carry out the\nprovisions of this Section.  Unless otherwise specified by the Company, legends\nplaced on such certificates may include but shall not be limited to the\nfollowing:\n\n                                       12\n\n \n          'THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE\nCORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN\nEMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE\nCODE OF 1986, AS AMENDED.  THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY\nSHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE\nREGISTERED HOLDER HEREOF.  THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED\nUNDER THE PLAN IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY\nNOMINEE).'\n\n        19.  Notification of Sale of Shares.\n        ---  ------------------------------ \n\n          The Company may require the Participant to give the Company prompt\nnotice of any disposition of shares acquired by exercise of a Purchase Right\nwithin two (2) years from the date of granting such Purchase Right or one (1)\nyear from the date of exercise of such Purchase Right.  The Company may require\nthat until such time as a Participant disposes of shares acquired upon exercise\nof a Purchase Right, the Participant shall hold all such shares in the\nParticipant's name (or, if elected by the Participant, in the name of the\nParticipant and his or her spouse but not in the name of any nominee) until the\nlapse of the time periods with respect to such Purchase Right referred to in the\npreceding sentence.  The Company may direct that the certificates evidencing\nshares acquired by exercise of a Purchase Right refer to such requirement to\ngive prompt notice of disposition.\n\n        20.  Notices.\n        ---  ------- \n\n          All notices or other communications by a Participant to the Company\nunder or in connection with the Plan shall be deemed to have been duly given\nwhen received in the form specified by the Company at the location, or by the\nperson, designated by the Company for the receipt thereof.\n\n        21.  Indemnification.\n        ---  --------------- \n\n          In addition to such other rights of indemnification as they may have\nas members of the Board or officers or employees of the Participating Company\nGroup, members of the Board and any officers or employees of the Participating\nCompany Group to whom authority to act for the Board or the Company is delegated\nshall be indemnified by the Company against all reasonable expenses, including\nattorneys' fees, actually and necessarily incurred in connection with the\ndefense of any action, suit or proceeding, or in connection with any appeal\ntherein, to which they or any of them may be a party by reason of any action\ntaken or failure to act under or in connection with the Plan, or any right\ngranted hereunder, and against all amounts paid by them in settlement thereof\n(provided such settlement is approved by independent legal counsel selected by\nthe Company) or paid by them in satisfaction of a judgment in any such action,\nsuit or proceeding, except in relation to matters as to which it shall be\nadjudged in such action, suit or proceeding that such person is liable for gross\nnegligence, bad faith or intentional misconduct in duties; provided, however,\nthat within sixty (60) days after the institution of such action, suit or\n\n                                       13\n\n \nproceeding, such person shall offer to the Company, in writing, the opportunity\nat its own expense to handle and defend the same.\n\n        22.  Amendment or Termination of the Plan.\n        ---  ------------------------------------ \n\n          The Board may at any time amend or terminate the Plan, except that (a)\nsuch termination shall not affect Purchase Rights previously granted under the\nPlan, provided that the Board may terminate the Plan (and any Offering\nthereunder) on any Purchase Date if the Board determines that such termination\nis in the best interests of the Company and its shareholders except as permitted\nunder the Plan, and (b) no amendment may adversely affect a Purchase Right\npreviously granted under the Plan (except to the extent permitted by the Plan or\nas may be necessary to qualify the Plan as an employee stock purchase plan\npursuant to Section 423 of the Code or to obtain qualification or registration\nof the shares of Stock under applicable federal, state or foreign securities\nlaws).  In addition, an amendment to the Plan must be approved by the\nshareholders of the Company within twelve (12) months of the adoption of such\namendment if such amendment would authorize the sale of more shares than are\nauthorized for issuance under the Plan or would change the definition of the\ncorporations that may be designated by the Board as Participating Companies.\n\n                                       14\n\n \n                             SALON INTERNET, INC.\n                       1999 EMPLOYEE STOCK PURCHASE PLAN\n                             SUBSCRIPTION AGREEMENT\n\n\nNAME (Please print):\n____________________________________________________________________\n               (Last)               (First)           (Middle)\nADDRESS:\n_______________________________________________________________________\n\nMY SOCIAL SECURITY NUMBER:\n______________________________________________________\n\n[ ]   Original Application for the Offering Period beginning\n      ___________________, 199__.\n\n[ ]   Change in Payroll Deduction rate effective with the pay period ending\n      ___________________, 199__.\n\n     I hereby elect to participate in the 1999 Employee Stock Purchase Plan (the\n'Plan') of Salon Internet, Inc. (the 'Company') and subscribe to purchase shares\nof the Company's Stock in accordance with this Subscription Agreement and the\nPlan.\n\n     I hereby authorize payroll deductions in the amount of ________ percent (in\nwhole percentages not less than 1% or more than 10%) of my 'Compensation' on\neach payday throughout the 'Offering Period' in accordance with the Plan.  I\nunderstand that these payroll deductions will be accumulated for the purchase of\nshares of Stock at the applicable purchase price determined in accordance with\nthe Plan.  I understand that, except as otherwise provided by the Plan, I will\nautomatically purchase shares on each Purchase Date under the Plan unless I\nwithdraw from the Plan by giving written notice on a form provided by the\nCompany or unless my employment terminates.\n\n     I understand that I will automatically participate in each subsequent\nOffering that commences immediately after the last day of an Offering in which I\nam participating until I withdraw from the Plan by giving written notice on a\nform provided by the Company or my employment terminates.\n\n     Shares I purchase under the Plan should be issued in the name(s) set forth\nbelow.  (Shares may be issued in the participant's name alone or together with\nthe participant's spouse as community property or in joint tenancy.)\n\n     NAME(S):\n_______________________________________________________________________\n\n      [ ] In my name alone  [ ] Community Property  [ ] Joint Tenancy\n\n     I agree to make adequate provision for the federal, state, local and\nforeign tax withholding obligations, if any, which may arise upon my purchase of\nshares under the Plan and\/or my disposition of such shares.  The Company may,\nbut will not be obligated to, withhold from my compensation the amount necessary\nto meet such withholding obligations.\n\n     I agree that while I hold shares acquired under the Plan, unless otherwise\npermitted by the Company, I will hold such shares in the name(s) entered above\n(and not in the name of any nominee).  This restriction only applies to the\nname(s) in which shares are held and does not affect my ability to dispose of\n                                          ---                                \nPlan shares.\n\n     The tax treatment of a disposition of Plan shares (including a gift)\ndepends on when the disposition occurs.  I agree that I will notify the Chief\nFinancial Officer of the Company in writing within 30 days after any disposition\nof Plan shares that occurs within 2 years after the Offering Date or 1 year\n                                                                  --       \nafter the Purchase Date (a 'Disqualifying Disposition').  I further agree that\nif I do not respond within 30 days to a Company survey delivered to me\nrequesting information about a possible Disqualifying Disposition, the Company\nmay (1) treat my nonresponse as my notice to the Company that a Disqualifying\nDisposition occurred, and (2) report the ordinary income I must recognize as a\nresult of the Disqualifying Disposition to the Internal Revenue Service.\n\n     I am familiar with the provisions of the Plan and agree to participate in\nthe Plan subject to all of its provisions.  I understand that the Board of\nDirectors of the Company reserves the right to terminate the Plan or to amend\nthe Plan and my right to purchase stock under the Plan to the extent provided by\nthe Plan.  I understand that the effectiveness of this Subscription Agreement is\ndependent upon my eligibility to participate in the Plan.\n\n\nDate: _______________________    Signature:_____________________________________\n                              \n\n                                       15\n\n \n                             SALON INTERNET, INC.\n                       1999 EMPLOYEE STOCK PURCHASE PLAN\n                              NOTICE OF WITHDRAWAL\n\n\nNAME (Please print):\n____________________________________________________________________\n               (Last)               (First)           (Middle)\n\n     I hereby elect to withdraw from the Offering under Salon Internet, Inc.\n1999 Employee Stock Purchase Plan (the 'Plan') which began on\n_________________________, 19____ and in which I am currently participating (the\n'Current Offering').\n\n     Elect either A or B below:\n\n[ ]   A.  I elect to terminate immediately my participation in the Current\n          Offering and in the Plan.\n\n          I request that the Company cease all further payroll deductions from\n          my Compensation under the Plan (provided that I have given\n          sufficient notice prior to the next payday). I request that all\n          payroll deductions credited to my account under the Plan (if any)\n          not previously used to purchase shares under the Plan shall not be\n                                                                      --- \n          used to purchase shares on the Purchase Date of the Current Offering.\n          Instead, I request that all such amounts be paid to me as soon as\n          practicable. I understand that this election immediately terminates my\n          interest in the Current Offering and in the Plan.\n\n[ ]   B.  I elect to terminate my participation in the Current Offering and in\n          the Plan following my purchase of shares on Purchase Date of the\n          Current Offering.\n\n          I request that the Company cease all further payroll deductions from\n          my Compensation under the Plan (provided that I have given sufficient\n          notice prior to the next payday).  I request that all payroll\n          deductions credited to my account under the Plan (if any) not\n          previously used to purchase shares under the Plan shall be used to\n          purchase shares on the Purchase Date of the Current Offering to the\n          extent permitted by the Plan.  I understand that this election will\n          terminate my interest in the Current Offering and in the Plan\n          immediately following such purchase.  I request that any cash balance\n          remaining in my account under the Plan after my purchase of shares be\n          paid to me as soon as practicable.\n\n     I understand that by making this election I am terminating my interest in\nthe Plan and that no further payroll deductions will be made (provided that I\nhave given sufficient notice prior to the next payday) unless I elect in\naccordance with the Plan to become a participant in another Offering under the\nPlan by filing a new Subscription Agreement with the Company.\n\n\nDate:                                   Signature:\n      ------------------------------              ------------------------------\n\n                                       16\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8749],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9545],"class_list":["post-38345","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","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\/38345","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=38345"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38345"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38345"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38345"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}