{"id":38379,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-plan-eden-bioscience-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-eden-bioscience-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-eden-bioscience-corp.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; Eden Bioscience Corp."},"content":{"rendered":"<pre>\n                           EDEN BIOSCIENCE CORPORATION\n\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n                               SECTION 1. PURPOSE\n\n        The purposes of the Eden Bioscience Corporation 2000 Employee Stock\nPurchase Plan (the \"Plan\") are (a) to assist employees of Eden Bioscience\nCorporation, a Washington corporation (the \"Company\"), and its designated\nsubsidiaries in acquiring a stock ownership interest in the Company pursuant to\na plan that is intended to qualify as an \"employee stock purchase plan\" under\nSection 423 of the Internal Revenue Code of 1986, as amended, and (b) to\nencourage employees to remain in the employ of the Company and its subsidiaries.\n\n                             SECTION 2. DEFINITIONS\n\n        For purposes of the Plan, the following terms shall be defined as set\nforth below:\n\n        \"ADDITIONAL SHARES\" has the meaning set forth in Section 6.\n\n        \"BOARD\" means the Board of Directors of the Company.\n\n        \"CODE\" means the Internal Revenue Code of 1986, as amended from time to\ntime.\n\n        \"COMMITTEE\" means the Company's Compensation Committee or any other\nBoard committee appointed by the Board to administer the Plan.\n\n        \"COMMON STOCK\" means the common stock, par value $0.0025 per share, of\nthe Company.\n\n        \"COMPANY\" means Eden Bioscience Corporation, a Washington corporation.\n\n        \"CORPORATE TRANSACTION\" means either of the following events:\n\n        (a) Consummation of any merger or consolidation of the Company with or\ninto another corporation or\n\n        (b) Consummation of any sale, lease, exchange or other transfer in one\ntransaction or a series of related transactions of all or substantially all the\nCompany's outstanding securities or all or substantially all the Company's\nassets;\n\nprovided, however, that a Corporate Transaction shall not include (i) a merger\nof the Company in which the holders of shares of Common Stock immediately prior\nto the merger hold at least a majority of the shares of Common Stock in a\nsurviving corporation, a successor corporation or its parent corporation, as\napplicable, immediately after the merger; (ii) a mere reincorporation of the\nCompany; (iii) a transaction undertaken for the sole purpose\n\n   2\n\nof creating a holding company; or (iv) a transfer of the Company's assets to a\nmajority-owned subsidiary corporation of the Company.\n\n        \"DESIGNATED SUBSIDIARY\" has the meaning set forth under the definition\nof \"Eligible Employee\" in this Section 2.\n\n        \"ELIGIBLE COMPENSATION\" means all base straight time gross earnings and\ndoes not include overtime, cash bonuses, commissions, severance pay, hiring and\nrelocation bonuses, pay in lieu of vacations, sick leave, gain from stock option\nexercises or any other special payments.\n\n        \"ELIGIBLE EMPLOYEE\" means any employee of the Company or a domestic\nSubsidiary Corporation or any other Subsidiary Corporation designated by the\nBoard or the Committee (each, a \"Designated Subsidiary\"), who is in the employ\nof the Company (or any Designated Subsidiary) on one or more Offering Dates and\nwho meets the following criteria:\n\n        (a) the employee does not, immediately after the Option is granted, own\nstock (as defined by the Code) possessing 5% or more of the total combined\nvoting power or value of all classes of stock of the Company or of a Parent\nCorporation or Subsidiary Corporation of the Company;\n\n        (b) the employee's customary employment is for 20 hours or more per\nweek; provided, however, that the Plan Administrator may decrease this minimum\nhours requirement for a future Offering;\n\n        (c) if specified by the Plan Administrator for a future Offering, the\nemployee customarily works a minimum of five months per year or any lesser\nnumber of months established by the Plan Administrator; and\n\n        (d) if specified by the Plan Administrator for a future Offering, the\nemployee has been employed for a certain minimum period of time as of an\nOffering Date; provided, however, that any such minimum employment period may\nnot exceed two years.\n\nIf the Company permits any employee of a Designated Subsidiary to participate in\nthe Plan, then all employees of that Designated Subsidiary who meet the\nrequirements of this paragraph shall also be considered Eligible Employees.\n\n        \"ENROLLMENT PERIOD\" has the meaning set forth in Section 7.1.\n\n        \"ESPP BROKER\" has the meaning set forth in Section 10.1.\n\n        \"FAIR MARKET VALUE\" shall be as established in good faith by the Plan\nAdministrator or (a) if the Common Stock is listed on the Nasdaq National\nMarket, the closing sales price for the Common Stock as reported by the Nasdaq\nNational Market on the Offering Date or the Purchase Date, as applicable, unless\nthe Plan Administrator determines otherwise for a future Offering or (b) if the\nCommon Stock is listed on the New York Stock Exchange or the\n\n\n                                      -2-\n   3\n\nAmerican Stock Exchange, the closing sales price for the Common Stock as such\nprice is officially quoted in the composite tape of transactions on such\nexchange on the Offering Date or the Purchase Date, as applicable, unless the\nPlan Administrator determines otherwise for a future Offering; provided,\nhowever, that for the first Offering Date under the Plan that occurs on the IPO\nDate, Fair Market Value shall be equal to the Common Stock's initial public\noffering price as set forth in Section 6(a). If there is no such reported price\nfor the Common Stock for the date in question, then such price on the last\npreceding date for which such price exists shall be determinative of Fair Market\nValue.\n\n        \"IPO DATE\" means the day on which shares of Common Stock are first\noffered to the public in an underwritten initial public offering of the Common\nStock pursuant to a registration statement filed with and declared effective by\nthe Securities and Exchange Commission (such day being the first trading day for\nthe Common Stock on the Nasdaq National Market, the New York Stock Exchange or\nother applicable trading market).\n\n        \"OFFERING\" has the meaning set forth in Section 5.1.\n\n        \"OFFERING DATE\" means the first day of an Offering.\n\n        \"OPTION\" means an option granted under the Plan to an Eligible Employee\nto purchase shares of Common Stock.\n\n        \"PARENT CORPORATION\" means any corporation, other than the Company, in\nan unbroken chain of corporations ending with the Company, if, at the time of\nthe granting of the Option, each of the corporations, other than the Company,\nowns stock possessing 50% or more of the total combined voting power of all\nclasses of stock in one of the other corporations in such chain.\n\n        \"PARTICIPANT\" means any Eligible Employee who has elected to participate\nin an Offering in accordance with the procedures set forth in Section 7.1 and\nwho has not withdrawn from the Plan or whose participation in the Plan is not\notherwise terminated.\n\n        \"PLAN\" means the Eden Bioscience Corporation 2000 Employee Stock\nPurchase Plan.\n\n        \"PLAN ADMINISTRATOR\" has the meaning set forth in Section 3.1.\n\n        \"PURCHASE DATE\" means the last day of each Purchase Period.\n\n        \"PURCHASE PERIOD\" has the meaning set forth in Section 5.2.\n\n        \"PURCHASE PRICE\" has the meaning set forth in Section 6.\n\n        \"SECURITIES ACT\" means the Securities Act of 1933, as amended.\n\n        \"SUBSCRIPTION\" has the meaning set forth in Section 7.1.\n\n        \"SUBSIDIARY CORPORATION\" means any corporation, other than the Company,\nin an unbroken chain of corporations beginning with the Company, if, at the time\nof the granting of \n\n\n                                      -3-\n   4\n\nthe Option, each of the corporations, other than the last corporation in the\nunbroken chain, owns stock possessing 50% or more of the total combined voting\npower of all classes of stock in one of the other corporations in such chain.\n\n                            SECTION 3. ADMINISTRATION\n\n3.1     PLAN ADMINISTRATOR\n\n        The Plan shall be administered by the Board and\/or the Committee or, if\nand to the extent the Board or the Committee designates an executive officer of\nthe Company to administer the Plan, by such executive officer (each, the \"Plan\nAdministrator\"). Any decisions made by the Plan Administrator shall be\napplicable equally to all Eligible Employees.\n\n3.2     ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR\n\n        Subject to the provisions of the Plan, the Plan Administrator shall have\nthe authority, in its sole discretion, to determine all matters relating to\nOptions granted under the Plan, including all terms, conditions, restrictions\nand limitations of Options; provided, however, that all Participants granted\nOptions pursuant to the Plan shall have the same rights and privileges within\nthe meaning of Code Section 423. The Plan Administrator shall also have\nexclusive authority to interpret the Plan and may from time to time adopt, and\nchange, rules and regulations of general application for the Plan's\nadministration. The Plan Administrator's interpretation of the Plan and its\nrules and regulations, and all actions taken and determinations made by the Plan\nAdministrator pursuant to the Plan, unless reserved to the Board or the\nCommittee, shall be conclusive and binding on all parties involved or affected.\nThe Plan Administrator may delegate administrative duties to such of the\nCompany's other officers or employees as the Plan Administrator so determines.\n\n                        SECTION 4. STOCK SUBJECT TO PLAN\n\n        Subject to adjustment from time to time as provided in Section 20.1, the\nmaximum number of shares of Common Stock that shall be available for issuance\nunder the Plan shall be:\n\n        (a) 500,000 shares, plus\n\n        (b) an annual increase to be added as of the first day of the Company's\nfiscal year beginning in 2002 equal to the least of (i) 250,000 shares and (ii)\n1% of the outstanding shares of Common Stock of the Company as of the end of the\nCompany's immediately preceding fiscal year on a fully diluted basis (assuming\nexercise of all outstanding options and warrants and conversion of all\noutstanding convertible preferred stock) and (iii) a lesser amount determined by\nthe Board; provided, however, that any shares from any increases in previous\nyears that are not actually issued shall be added to the aggregate number of\nshares available for issuance under the Plan.\n\n\n                                      -4-\n   5\n\n        Shares issued under the Plan shall be drawn from authorized and unissued\nshares or shares subsequently acquired by the Company.\n\n                            SECTION 5. OFFERING DATES\n\n5.1     OFFERINGS\n\n        (a) Except as otherwise set forth below, the Plan shall be implemented\nby a series of Offerings that each last twenty-four months (each, an\n\"Offering\"). Offerings shall commence on May 1st and November 1st of each year \nand end on the second April 30th and October 31st, respectively, occurring \nthereafter; provided, however, that the first Offering shall begin on the IPO \nDate and shall end on October 31, 2002.\n\n        (b) Notwithstanding the foregoing, the Plan Administrator may establish\n(i) a different term for one or more future Offerings and (ii) different\ncommencing and ending dates for such future Offerings; provided, however, that\nan Offering may not exceed five years; and provided, further, that if the\nPurchase Price may be less than 85% of the Fair Market Value of the Common Stock\non the Purchase Date, the Offering may not exceed 27 months.\n\n        (c) In the event the first or the last day of an Offering is not a\nregular business day, then the first day of the Offering shall be deemed to be\nthe next regular business day and the last day of the Offering shall be deemed\nto be the last preceding regular business day.\n\n5.2     PURCHASE PERIODS\n\n        (a) Each Offering shall consist of four consecutive purchase periods of\nsix months' duration (each, a \"Purchase Period\"). The last day of each Purchase\nPeriod shall be the Purchase Date for such Purchase Period. Except as otherwise\nset forth below, a Purchase Period shall commence on May 1st and November 1st of\neach year and end on the next October 31st and April 30th, respectively,\noccurring thereafter; provided, however, that the Purchase Period for the first\nOffering shall commence on the IPO Date and shall end on April 30th, 2001.\n\n        (b) Notwithstanding the foregoing, the Plan Administrator may establish\nfor a future Offering (i) a different term for one or more future Purchase\nPeriods and (ii) different commencing and ending dates for any such Purchase\nPeriod.\n\n        (c) In the event the first or last day of a Purchase Period is not a\nregular business day, then the first day of the Purchase Period shall be deemed\nto be the next regular business day and the last day of the Purchase Period\nshall be deemed to be the last preceding regular business day.\n\n\n                                      -5-\n   6\n\n5.3     GOVERNMENTAL APPROVAL; SHAREHOLDER APPROVAL\n\n        Notwithstanding any other provision of the Plan to the contrary, an\nOption granted pursuant to the Plan shall be subject to (a) obtaining all\nnecessary governmental approvals and qualifications for the Plan and (b)\nobtaining shareholder approval of the Plan.\n\n                            SECTION 6. PURCHASE PRICE\n\n        (a) The purchase price (the \"Purchase Price\") at which Common Stock may\nbe acquired in an Offering pursuant to the exercise of all or any portion of an\nOption shall be 85% of the lesser of (i) the Fair Market Value of the Common\nStock on the Offering Date of such Offering and (ii) the Fair Market Value of\nthe Common Stock on the Purchase Date; provided, however, that the Purchase\nPrice for the first Offering that begins on the IPO Date shall be the lesser of\n(A) 100% of the initial public offering price per share of Common Stock, before\nunderwriters' discounts or concessions, set forth in that certain underwriting\nagreement between the Company and the representatives of the underwriters and\nexecuted in connection with the Company's initial public offering of the Common\nStock and (B) 85% of the Fair Market Value of the Common Stock on the Purchase\nDate.\n\n        (b) Notwithstanding the foregoing, if an increase in the number of\nshares authorized for issuance under the Plan (other than an annual increase\npursuant to Section 4) is approved and all or a portion of such additional\nshares are to be issued during one or more Offerings that are underway at the\ntime of shareholder approval of such increase (the \"Additional Shares\"), then,\nif as of the date of such shareholder approval, the Fair Market Value of a share\nof Common Stock is higher than the Fair Market Value on the Offering Date for\nany such Offering, the Purchase Price for the Additional Shares shall be 85% of\nthe lesser of (i) the Common Stock's Fair Market Value on the date of such\nshareholder approval and (ii) the Fair Market Value of the Common Stock on the\nPurchase Date.\n\n                      SECTION 7. PARTICIPATION IN THE PLAN\n\n7.1     INITIAL PARTICIPATION\n\n        An Eligible Employee shall become a Participant on the first Offering\nDate after satisfying the eligibility requirements and delivering to the Plan\nAdministrator during the enrollment period established by the Plan Administrator\n(the \"Enrollment Period\") a subscription (the \"Subscription\"):\n\n        (a) indicating the Eligible Employee's election to participate in the\nPlan;\n\n        (b) authorizing payroll deductions and stating the amount to be deducted\nregularly from the Participant's pay; and\n\n        (c) authorizing the purchase of Common Stock for the Participant in each\nPurchase Period.\n\n\n                                      -6-\n   7\n\n        An Eligible Employee who does not deliver a Subscription as provided\nabove during the Enrollment Period shall not participate in the Plan for that\nOffering or for any subsequent Offering unless such Eligible Employee\nsubsequently enrolls in the Plan by filing a Subscription with the Company\nduring the Enrollment Period for such subsequent Offering. The Company may, from\ntime to time, change the Enrollment Period for a future Offering as deemed\nadvisable by the Plan Administrator, in its sole discretion, for the proper\nadministration of the Plan.\n\n        An employee who becomes eligible to participate in the Plan after an \nOffering has commenced shall not be eligible to participate in such Offering but\nmay participate in any subsequent Offering, provided that such employee is still\nan Eligible Employee as of the commencement of any such subsequent Offering.\nEligible Employees may not participate in more than one Offering at a time.\n\n7.2     CONTINUED PARTICIPATION\n\n        A Participant shall automatically participate in the next Offering until\nsuch time as such Participant withdraws from the Plan pursuant to Section 11.3 \nor terminates employment as provided in Section 13.\n\n\n                                      -7-\n   8\n\n               SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES\n\n8.1     NUMBER OF SHARES PURCHASED\n\n        (a) No Participant shall be entitled to purchase Common Stock under the\nPlan (or any other employee stock purchase plan that is intended to meet the\nrequirements of Code Section 423 sponsored by the Company, a Parent Corporation\nor a Subsidiary Corporation) with a Fair Market Value exceeding $25,000 (such\nvalue determined as of the Offering Date for each Offering or such other limit\nas may be imposed by the Code) in any calendar year in which a Participant\nparticipates in the Plan (or any other employee stock purchase plan described in\nthis Section 8.1).\n\n        (b) No Participant shall be entitled to purchase more than 1,000 shares\nof Common Stock (or such other number as the Board or the Committee shall\nspecify for a future Offering) under the Plan in any single Purchase Period. In\naddition, no more than an aggregate of 125,000 shares of Common Stock (or such\nother number as the Board or the Committee shall specify for a future Offering)\nmay be purchased by all the Participants under the Plan in any single Purchase\nPeriod. \n\n        (c) For a future Offering, the Board or the Committee may specify a\nmaximum number of shares that may be purchased by any Participant, as well as a\nmaximum aggregate number of shares that may be purchased by all Participants,\npursuant to such Offering. \n\n8.2     PRO RATA ALLOCATION\n\n        In the event the number of shares of Common Stock that might be\npurchased by all Participants exceeds the number of shares of Common Stock\navailable in the Plan, in a Purchase Period or in an Offering, the Plan\nAdministrator shall make a pro rata allocation of the remaining shares of Common\nStock in as uniform a manner as shall be practicable and as the Plan\nAdministrator shall determine to be equitable. Fractional shares may not be\nissued under the Plan unless the Plan Administrator determines otherwise for a\nfuture Offering.\n\n                      SECTION 9. PAYMENT OF PURCHASE PRICE\n\n9.1     GENERAL RULES\n\n        Subject to Section 9.11, Common Stock that is acquired pursuant to the\nexercise of all or any portion of an Option may be paid for only by means of\npayroll deductions from the Participant's Eligible Compensation. Except as set\nforth in this Section 9, the amount of compensation to be withheld from a\nParticipant's Eligible Compensation during each pay period shall be determined\nby the Participant's Subscription.\n\n9.2     PERCENT WITHHELD\n\n        The amount of payroll withholding for each Participant for purchases\npursuant to the Plan during any pay period shall be at least 1% but shall not\nexceed 15% of the Participant's \n\n\n                                      -8-\n   9\n\nEligible Compensation for such pay period (or such other higher percentage as\nthe Plan Administrator may establish from time to time for a future Offering).\nAmounts shall be withheld in whole percentages only.\n\n9.3     PAYROLL DEDUCTIONS\n\n        Payroll deductions shall commence on the first payday following the\nOffering Date and shall continue through the last payday of the Offering unless\nsooner altered or terminated as provided in the Plan.\n\n9.4     MEMORANDUM ACCOUNTS\n\n        Individual accounts shall be maintained for each Participant for\nmemorandum purposes only. All payroll deductions from a Participant's\ncompensation shall be credited to such account but shall be deposited with the\ngeneral funds of the Company. All payroll deductions received or held by the\nCompany may be used by the Company for any corporate purpose.\n\n9.5     NO INTEREST\n\n        No interest shall be paid on payroll deductions received or held by the\nCompany.\n\n9.6     ACQUISITION OF COMMON STOCK\n\n        On each Purchase Date of an Offering, each Participant shall\nautomatically acquire, pursuant to the exercise of the Participant's Option, the\nnumber of shares of Common Stock arrived at by dividing the total amount of the\nParticipant's accumulated payroll deductions for the Purchase Period by the\nPurchase Price; provided, however, that the number of shares of Common Stock\npurchased by the Participant shall not exceed the number of whole shares of\nCommon Stock so determined, unless the Plan Administrator has determined for a\nfuture Offering that fractional shares may be issued under the Plan; and\nprovided, further, that the number of shares of Common Stock purchased by the\nParticipant shall not exceed the number of shares for which Options have been\ngranted to the Participant pursuant to Section 8.1.\n\n9.7     REFUND OF EXCESS AMOUNTS\n\n        Any cash balance remaining in the Participant's account at the\ntermination of a Purchase Period that is not sufficient to purchase a whole\nshare of Common Stock shall be applied to the purchase of Common Stock in the\nnew Purchase Period, provided the Participant participates in the next Purchase\nPeriod and the purchase complies with Section 8.1. All other amounts remaining\nin a Participant's account after a Purchase Date shall be refunded to the\nParticipant as soon as practical after the Purchase Date without the payment of\nany interest.\n\n\n                                      -9-\n   10\n\n9.8     WITHHOLDING OBLIGATIONS\n\n        At the time the Option is exercised, in whole or in part, or at the time\nsome or all the Common Stock is disposed of, the Participant shall make adequate\nprovision for local, state, federal and foreign withholding obligations of the\nCompany, if any, that arise upon exercise of the Option or upon disposition of\nthe Common Stock. The Company may withhold from the Participant's compensation\nthe amount necessary to meet such withholding obligations.\n\n9.9     TERMINATION OF PARTICIPATION\n\n        No Common Stock shall be purchased on behalf of a Participant on a\nPurchase Date if his or her participation in the Offering or the Plan has\nterminated on or before such Purchase Date.\n\n9.10    PROCEDURAL MATTERS\n\n        The Company may, from time to time, establish (a) limitations on the\nfrequency and\/or number of any permitted changes in the amount withheld during\nan Offering, as set forth in Section 11.1, (b) an exchange ratio applicable to\namounts withheld in a currency other than U.S. dollars, (c) payroll withholding\nin excess of the amount designated by a Participant in order to adjust for\ndelays or mistakes in the Company's processing of properly completed withholding\nelections, and (d) such other limitations or procedures as deemed advisable by\nthe Company in the Company's sole discretion that are consistent with the Plan\nand in accordance with the requirements of Code Section 423.\n\n9.11    LEAVES OF ABSENCE\n\n        During leaves of absence approved by the Company and meeting the\nrequirements of the applicable treasury regulations promulgated under the Code,\na Participant may elect to continue participation in the Plan by delivering cash\npayments to the Company on the Participant's normal paydays equal to the amount\nof his or her payroll deduction under the Plan had the Participant not taken a\nleave of absence. Currently, the treasury regulations provide that a Participant\nmay continue participation in the Plan only during the first 90 days of a leave\nof absence unless the Participant's reemployment rights are guaranteed by\nstatute or contract.\n\n                     SECTION 10. COMMON STOCK PURCHASED UNDER THE PLAN\n\n10.1    ESPP BROKER\n\n        If the Plan Administrator designates or approves a stock brokerage or\nother financial services firm (the \"ESPP Broker\") to hold shares purchased under\nthe Plan for the accounts of Participants, the following procedures shall apply.\nPromptly following each Purchase Date, the number of shares of Common Stock\npurchased by each Participant shall be deposited into an account established in\nthe Participant's name with the ESPP Broker. Each Participant shall be the\nbeneficial owner of the Common Stock purchased under the Plan and shall have\n\n\n                                      -10-\n   11\n\nall rights of beneficial ownership in such Common Stock. A Participant shall be\nfree to undertake a disposition of the shares of Common Stock in his or her\naccount at any time, but, in the absence of such a disposition, the shares of\nCommon Stock must remain in the Participant's account at the ESPP Broker until\nthe holding period set forth in Code Section 423 has been satisfied. With\nrespect to shares of Common Stock for which the holding period set forth above\nhas been satisfied, the Participant may move those shares of Common Stock to\nanother brokerage account of the Participant's choosing or request that a stock\ncertificate be issued and delivered to him or her. Dividends paid in the form of\nshares of Common Stock with respect to Common Stock in a Participant's account\nshall be credited to such account. A Participant who is not subject to payment\nof U.S. income taxes may move his or her shares of Common Stock to another\nbrokerage account of his or her choosing or request that a stock certificate be\ndelivered to him or her at any time, without regard to the Code Section 423\nholding period.\n\n10.2    NOTICE OF DISPOSITION\n\n        By entering the Plan, each Participant agrees to promptly give the\nCompany notice of any Common Stock disposed of within the later of one year from\nthe Purchase Date and two years from the Offering Date for such Common Stock,\nshowing the number of such shares disposed of and the Purchase Date and Offering\nDate for such Common Stock. This notice shall not be required if and so long as\nthe Company has a designated ESPP Broker.\n\n                 SECTION 11. CHANGES IN WITHHOLDING AMOUNTS AND\n                              VOLUNTARY WITHDRAWAL\n\n11.1    CHANGES IN WITHHOLDING AMOUNTS\n\n        (a) Unless the Plan Administrator determines otherwise for a future\nOffering, a Participant may elect to increase or decrease the amount to be\nwithheld from his or her compensation for future Purchase Periods by filing with\nthe Plan Administrator an amended Subscription; provided, however, that notice\nof such election must be delivered to the Plan Administrator at least ten days\nprior to such Purchase Period in such form and in accordance with such terms as\nthe Plan Administrator may establish for an Offering. An amended\n\n\n                                      -11-\n   12\n\nSubscription shall remain in effect until the Participant changes such\nSubscription in accordance with the terms of the Plan.\n\n        (b) Notwithstanding the foregoing, to the extent necessary to comply\nwith Code Section 423 and Section 8.1, a Participant's payroll deductions may be\ndecreased to 0% during any Purchase Period if the aggregate of all payroll\ndeductions accumulated with respect to one or more Purchase Periods ending\nwithin the same calendar year exceeds $25,000 of Fair Market Value of the Common\nStock determined as of the first day of an Offering ($21,250 to the extent the\nPurchase Price may be 85% of the Fair Market Value of the Common Stock on the\nOffering Date of the Offering). Payroll deductions shall re-commence at the rate\nprovided in such Participant's Subscription at the beginning of the first\nPurchase Period that is scheduled to end in the following calendar year, unless\nthe Participant terminates participation in an Offering or the Plan as provided\nin Section 11.2 or Section 11.3 or indicates otherwise in an amended\nSubscription. Also notwithstanding the foregoing, a Participant's payroll\ndeductions may be decreased to 0% at such time that the aggregate of all payroll\ndeductions accumulated with respect to a Purchase Period exceeds the amount\nnecessary to purchase (i) 1,000 shares of Common Stock in such Purchase Period\n(or such other number as the Board or Committee shall specify for a future\noffering) or (ii) the aggregate number of shares of Common Stock available for\npurchase by all Participants in any single Purchase Period or Offering as set\nforth in Section 8.1. Payroll deductions shall re-commence at the rate provided\nin such Participant's Subscription at the beginning of the next Purchase Period,\nprovided the Participant continues to participate in the Plan and such\nparticipation complies with Section 8.1.\n\n11.2    WITHDRAWAL FROM AN OFFERING\n\n        A Participant may withdraw from an Offering by completing and delivering\nto the Plan Administrator a written notice of withdrawal on a form provided by\nthe Company for such purpose. Such notice must be delivered prior to the end of\nthe Purchase Period for which such withdrawal is to be effective. Unless\notherwise indicated by a Participant, withdrawal from an Offering shall not\nresult in a withdrawal from the Plan or any succeeding Offering therein. A\nParticipant may not resume participation in the same Offering at any time upon\nwithdrawal from such Offering.\n\n11.3    WITHDRAWAL FROM THE PLAN\n\n        A Participant may withdraw from the Plan by completing and delivering to\nthe Plan Administrator a written notice of withdrawal on a form provided by the\nPlan Administrator for such purpose. Such notice must be delivered prior to the\nend of the Purchase Period for which such withdrawal is to be effective, or by\nany other date specified by the Plan Administrator for a future Offering.\n\n11.4    NOTICE OF WITHDRAWAL; EFFECT OF WITHDRAWAL ON PRIOR PURCHASE PERIODS;\n        RE-ENROLLMENT IN THE PLAN\n\n        (a) The Company may, from time to time, impose a requirement that any\nnotice of withdrawal be on file with the Company for a reasonable period prior\nto the effectiveness of the Participant's withdrawal.\n\n\n                                      -12-\n   13\n\n        (b) If a Participant withdraws from an Offering or the Plan after the\nPurchase Date for a Purchase Period, the withdrawal shall not affect Common\nStock acquired by the Participant in any earlier Purchase Periods.\n\n        (c) In the event a Participant voluntarily elects to withdraw from an\nOffering or from the Plan, the Participant may not resume participation in the\nPlan during the same Offering, but may participate in any subsequent Offering\nunder the Plan by again satisfying the definition of Eligible Employee. In the\nevent a Participant voluntarily elects to withdraw from the Plan, the\nParticipant may participate in any subsequent Offerings under the Plan by again\nsatisfying the definition of Eligible Employee and re-enrolling in the Plan in\naccordance with Section 7.\n\n11.5    RETURN OF PAYROLL DEDUCTIONS\n\n        Upon withdrawal from an Offering pursuant to Section 11.2 or from the\nPlan pursuant to Section 11.3, the withdrawing Participant's accumulated payroll\ndeductions that have not been applied to the purchase of Common Stock shall be\nreturned as soon as practical after the withdrawal, without the payment of any\ninterest, to the Participant and the Participant's interest in the Offering\nshall terminate. Such accumulated payroll deductions may not be applied to any\nother Offering under the Plan.\n\n                        SECTION 12. AUTOMATIC WITHDRAWAL\n\n        If the Fair Market Value of the Common Stock on any Purchase Date of an\nOffering is less than the Fair Market Value of the Common Stock on the Offering\nDate for such Offering, then every Participant shall automatically (a) be\nwithdrawn from such Offering at the close of such Purchase Date and after the\nacquisition of the shares of Common Stock for such Purchase Period and (b) be\nenrolled in the Offering commencing on the first business date subsequent to\nsuch Purchase Period, provided the Participant is eligible to participate in the\nPlan and has not elected to terminate participation in the Plan.\n\n                      SECTION 13. TERMINATION OF EMPLOYMENT\n\n        Termination of a Participant's employment with the Company for any\nreason, including retirement, death or the failure of a Participant to remain an\nEligible Employee, shall immediately terminate the Participant's participation\nin the Plan. The payroll deductions credited to the Participant's account since\nthe last Purchase Date shall, as soon as practical, be returned to the\nParticipant or, in the case of a Participant's death, to the Participant's legal\nrepresentative or designated beneficiary as provided in Section 14.2, and all\nthe Participant's rights under the Plan shall terminate. Interest shall not be\npaid on sums returned to a Participant pursuant to this Section 13.\n\n\n                                      -13-\n   14\n\n                     SECTION 14. RESTRICTIONS ON ASSIGNMENT\n\n14.1    TRANSFERABILITY\n\n        An Option granted under the Plan shall not be transferable and such\nOption shall be exercisable during the Participant's lifetime only by the\nParticipant. The Company will not recognize, and shall be under no duty to\nrecognize, any assignment or purported assignment by a Participant of the\nParticipant's interest in the Plan, of his or her Option or of any rights under\nhis or her Option.\n\n14.2    BENEFICIARY DESIGNATION\n\n        The Plan Administrator may permit a Participant to designate a\nbeneficiary who is to receive any shares and cash, if any, from the\nParticipant's account under the Plan in the event the Participant dies after the\nPurchase Date for an Offering but prior to delivery to such Participant of such\nshares and cash. In addition, the Plan Administrator may permit a Participant to\ndesignate a beneficiary who is to receive any cash from the Participant's\naccount under the Plan in the event that the Participant dies before the\nPurchase Date for an Offering. Such designation may be changed by the\nParticipant at any time by written notice to the Plan Administrator.\n\n            SECTION 15. NO RIGHTS AS SHAREHOLDER UNTIL SHARES ISSUED\n\n        With respect to shares of Common Stock subject to an Option, a\nParticipant shall not be deemed to be a shareholder of the Company, and he or\nshe shall not have any of the rights or privileges of a shareholder. A\nParticipant shall have the rights and privileges of a shareholder of the Company\nwhen, but not until, a certificate or its equivalent has been issued to the\nParticipant for the shares following exercise of the Participant's Option.\n\n    SECTION 16. LIMITATIONS ON SALE OF COMMON STOCK PURCHASED UNDER THE PLAN\n\n        The Plan is intended to provide Common Stock for investment and not for\nresale. The Company does not, however, intend to restrict or influence any\nParticipant in the conduct of his or her own affairs. A Participant, therefore,\nmay sell Common Stock purchased under the Plan at any time he or she chooses\nsubject to compliance with Company policies and any applicable federal and state\nsecurities laws. A Participant assumes the risk of any market fluctuations in\nthe price of the Common Stock.\n\n                SECTION 17. AMENDMENT OR TERMINATION OF THE PLAN\n\n        (a) The Board may amend the Plan in such respects as it shall deem\nadvisable; provided, however, that, to the extent required for compliance with\nCode Section 423 or any applicable law or regulation, shareholder approval will\nbe required for any amendment that will (i) increase the total number of shares\nas to which Options may be granted under the\n\n\n                                      -14-\n   15\n\nPlan, (ii) modify the class of employees eligible to receive Options, or (iii)\notherwise require shareholder approval under any applicable law or regulation;\nand provided further, that except as provided in this Section 17, no amendment\nto the Plan shall make any change in any Option previously granted which\nadversely affects the rights of any Participant.\n\n        (b) The Plan shall continue in effect for ten years after the date of\nits adoption by the Board. Notwithstanding the foregoing, the Board may at any\ntime and for any reason terminate or suspend the Plan. During any period of\nsuspension or upon termination of the Plan, no Options shall be granted.\n\n        (c) Except as provided in Section 20, no such termination of the Plan\nmay affect Options previously granted, provided that the Plan or an Offering may\nbe terminated by the Board on a Purchase Date or by the Board's setting a new\nPurchase Date with respect to an Offering and a Purchase Period then in progress\nif the Board determines that termination of the Plan and\/or the Offering is in\nthe best interests of the Company and the shareholders or if continuation of the\nPlan and\/or the Offering would cause the Company to incur adverse accounting\ncharges as a result of a change after the effective date of the Plan in the\ngenerally accepted accounting rules applicable to the Plan.\n\n                      SECTION 18. NO RIGHTS AS AN EMPLOYEE\n\n        Nothing in the Plan shall be construed to give any person (including any\nEligible Employee or Participant) the right to remain in the employ of the\nCompany or a Parent Corporation or Subsidiary Corporation or to affect the right\nof the Company or a Parent Corporation or Subsidiary Corporation to terminate\nthe employment of any person (including any Eligible Employee or Participant) at\nany time with or without cause.\n\n                       SECTION 19. EFFECT UPON OTHER PLANS\n\n        The adoption of the Plan shall not affect any other compensation or\nincentive plans in effect for the Company or any Parent Corporation or\nSubsidiary Corporation. Nothing in the Plan shall be construed to limit the\nright of the Company, any Parent Corporation or Subsidiary Corporation to (a)\nestablish any other forms of incentives or compensation for employees of the\nCompany, a Parent Corporation or Subsidiary Corporation or (b) grant or assume\noptions otherwise than under the Plan in connection with any proper corporate\npurpose, including, but not by way of limitation, the grant or assumption of\noptions in connection with the acquisition, by purchase, lease, merger,\nconsolidation or otherwise, of the business, stock or assets of any corporation,\nfirm or association.\n\n                             SECTION 20. ADJUSTMENTS\n\n20.1    ADJUSTMENT OF SHARES\n\n        In the event that, at any time or from time to time, a stock dividend,\nstock split, spin-off, combination or exchange of shares, recapitalization,\nmerger, consolidation, distribution to shareholders other than a normal cash\ndividend, or other change in the \n\n\n                                      -15-\n   16\n\nCompany's corporate or capital structure results in (a) the outstanding shares,\nor any securities exchanged therefor or received in their place, being exchanged\nfor a different number or kind of securities of the Company or of any other\ncorporation or (b) new, different or additional securities of the Company or of\nany other corporation being received by the holders of shares of Common Stock,\nthen (subject to any required action by the Company's shareholders), the Board\nor the Committee, in its sole discretion, shall make such equitable adjustments\nas it shall deem appropriate in the circumstances in (i) the maximum number and\nkind of shares of Common Stock subject to the Plan as set forth in Section 4,\n(ii) the number and kind of securities that are subject to any outstanding\nOption and the per share price of such securities and (iii) the maximum number\nof shares of Common Stock that may be purchased by a Participant in a Purchase\nPeriod. The determination by the Board or the Committee as to the terms of any\nof the foregoing adjustments shall be conclusive and binding. Notwithstanding\nthe foregoing, a merger, asset sale, dissolution or liquidation of the Company\nshall not be governed by this Section 20.1 but shall be governed by Sections\n20.2 and 20.3, respectively.\n\n20.2    DISSOLUTION OR LIQUIDATION OF THE COMPANY\n\n        In the event of the proposed dissolution or liquidation of the Company,\nthe Offering then in progress shall be shortened by setting a new Purchase Date\nand shall terminate immediately prior to the consummation of such proposed\ndissolution or liquidation, unless provided otherwise by the Board. The new\nPurchase Date shall be a specified date before the date of the Company's\nproposed dissolution or liquidation. The Board shall notify each Participant in\nwriting prior to the new Purchase Date that the Purchase Date for the\nParticipant's Option has been changed to the new Purchase Date and that the\nParticipant's Option shall be exercised automatically on the new Purchase Date,\nunless prior to such date the Participant has withdrawn from an Offering then in\nprogress or the Plan as provided in Section 11.\n\n20.3    CORPORATE TRANSACTION\n\n        In the event of a proposed Corporate Transaction, each outstanding\nOption shall be assumed or an equivalent option substituted by the successor\ncorporation or parent thereof (the \"Successor Corporation\"). In the event that\nthe Successor Corporation refuses to assume or substitute for the Option, any\nOffering then in progress shall be shortened by setting a new Purchase Date. The\nnew Purchase Date shall be a specified date before the date of the Corporate\nTransaction. The Board shall notify each Participant in writing, prior to the\nnew Purchase Date, that the Purchase Date for the Participant's Option has been\nchanged to the new Purchase Date and that the Participant's Option shall be\nexercised automatically on the new Purchase Date, unless prior to such date the\nParticipant has withdrawn from an Offering then in progress or the Plan as\nprovided in Section 11.\n\n\n                                      -16-\n   17\n\n20.4    LIMITATIONS\n\n        The grant of Options shall in no way affect the Company's right to\nadjust, reclassify, reorganize or otherwise change its capital or business\nstructure or to merge, consolidate, dissolve, liquidate or sell or transfer all\nor any part of its business or assets.\n\n                SECTION 21. REGISTRATION; CERTIFICATES FOR SHARES\n\n         Notwithstanding any other provision of the Plan, the Company shall have\nno obligation to issue or deliver any shares of Common Stock under the Plan or\nmake any other distribution of benefits under the Plan unless such issuance,\ndelivery or distribution would comply with all applicable laws (including,\nwithout limitation, the requirements of the Securities Act), and the applicable\nrequirements of any securities exchange or similar entity.\n\n        The Company shall be under no obligation to any Participant to register\nfor offering or resale or to qualify for exemption under the Securities Act, or\nto register or qualify under state securities laws, any shares of Common Stock,\nsecurity or interest in a security paid or issued under, or created by, the\nPlan, or to continue in effect any such registrations or qualifications if made.\nThe Company may issue certificates for shares with such legends and subject to\nsuch restrictions on transfer and stop-transfer instructions as counsel for the\nCompany deems necessary or desirable for compliance by the Company with federal\nand state securities laws.\n\n        To the extent that the Plan or any instrument evidencing shares of\nCommon Stock provides for issuance of stock certificates to reflect the issuance\nof such shares, the issuance may be effected on a noncertificated basis, to the\nextent not prohibited by applicable law or the applicable rules of any stock\nexchange.\n\n                           SECTION 22. EFFECTIVE DATE\n\n        The Plan will become effective on the IPO Date, so long as it is\napproved by the Company's shareholders as of such date.\n\n        Adopted by the Board on July 6, 2000 and approved by the shareholders on\n----------------, -----.\n\n\n                                      -17-\n   18\n\n                    PLAN ADOPTION AND AMENDMENTS\/ADJUSTMENTS\n                                  SUMMARY PAGE\n\n\n\n                                                  SECTION\/EFFECT OF       DATE OF SHAREHOLDER\nDATE OF BOARD ACTION      ACTION                  AMENDMENT               APPROVAL\n\nJuly 6, 2000              Initial Plan Adoption                           _________, 200__\n\n\n\n\n\n\n\n                                      R-1\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7410],"corporate_contracts_industries":[9451],"corporate_contracts_types":[9539,9545],"class_list":["post-38379","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-eden-bioscience-corp","corporate_contracts_industries-manufacturing__chemicals","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\/38379","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=38379"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38379"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38379"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38379"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}