{"id":38386,"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-websense-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-websense-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-websense-inc.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; Websense Inc."},"content":{"rendered":"<pre>\n                                 WEBSENSE, INC.\n\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n\n     I.   PURPOSE OF THE PLAN\n\n          This Employee Stock Purchase Plan is intended to promote the interests\nof Websense, Inc., a Delaware corporation, by providing eligible employees with\nthe opportunity to acquire a proprietary interest in the Corporation through\nparticipation in a payroll deduction-based employee stock purchase plan designed\nto qualify under Section 423 of the Code.\n\n          Capitalized terms herein shall have the meanings assigned to such\nterms in the attached Appendix.\n\n     II.  ADMINISTRATION OF THE PLAN\n\n          The Plan Administrator shall have full authority to interpret and\nconstrue any provision of the Plan and to adopt such rules and regulations for\nadministering the Plan as it may deem necessary in order to comply with the\nrequirements of Code Section 423. Decisions of the Plan Administrator shall be\nfinal and binding on all parties having an interest in the Plan.\n\n     III. STOCK SUBJECT TO PLAN\n\n          A. The stock purchasable under the Plan shall be shares of authorized\nbut unissued or reacquired Common Stock, including shares of Common Stock\npurchased on the open market. The number of shares of Common Stock initially\nreserved for issuance over the term of the Plan shall be limited to 250,000\nshares.\n\n          B. The number of shares of Common Stock available for issuance under\nthe Plan shall automatically increase on the first trading day of January each\ncalendar year during the term of the Plan, beginning with calendar year 2001, by\nan amount equal to one percent (1%) of the total number of shares of Common\nStock outstanding on the last trading day in December of the immediately\npreceding calendar year, but in no event shall any such annual increase exceed\n375,000 shares.\n\n          C. Should any change be made to the Common Stock by reason of any\nstock split, stock dividend, recapitalization, combination of shares, exchange\nof shares or other change affecting the outstanding Common Stock as a class\nwithout the Corporation's receipt of consideration, appropriate adjustments\nshall be made to (i) the maximum number and class of securities issuable under\nthe Plan, (ii) the maximum number and class of securities purchasable per\nParticipant on any one Purchase Date, (iii) the maximum number and class of\nsecurities purchasable in total by all Participants on any one Purchase Date,\n(iv) the maximum number\n\n\n\nand\/or class of securities by which the share reserve is to increase\nautomatically each calendar year pursuant to the provisions of Section III.B of\nthis Article One and (v) the number and class of securities and the price per\nshare in effect under each outstanding purchase right in order to prevent the\ndilution or enlargement of benefits thereunder.\n\n     IV.  OFFERING PERIODS\n\n          A. Shares of Common Stock shall be offered for purchase under the Plan\nthrough a series of overlapping offering periods until such time as (i) the\nmaximum number of shares of Common Stock available for issuance under the Plan\nshall have been purchased or (ii) the Plan shall have been sooner terminated.\n\n          B. Each offering period shall be of such duration (not to exceed\ntwenty-four (24) months) as determined by the Plan Administrator prior to the\nstart date of such offering period. Offering periods shall commence at\nsemi-annual intervals on the first business day of May and November each year\nover the term of the Plan. Accordingly, two (2) separate offering periods shall\ncommence in each calendar year the Plan remains in existence. However, the\ninitial offering period shall commence at the Effective Time and terminate on\nthe last business day in April 2002.\n\n          C. Each offering period shall consist of a series of one or more\nsuccessive Purchase Intervals. Purchase Intervals shall run from the first\nbusiness day in May to the last business day in October each year and from the\nfirst business day in November each year to the last business day in April in\nthe following year. However, the first Purchase Interval in effect under the\ninitial offering period shall commence at the Effective Time and terminate on\nthe last business day in October 2000.\n\n          D. Should the Fair Market Value per share of Common Stock on any\nPurchase Date within an offering period be less than the Fair Market Value per\nshare of Common Stock on the start date of that offering period, then that\noffering period shall automatically terminate immediately after the purchase of\nshares of Common Stock on such Purchase Date, and a new offering period shall\ncommence on the next business day following such Purchase Date. The new offering\nperiod shall have a duration of twenty (24) months, unless a shorter duration is\nestablished by the Plan Administrator within five (5) business days following\nthe start date of that offering period. All individuals participating in the\nterminated offering period shall automatically be transferred to the new\noffering period.\n\n     V.   ELIGIBILITY\n\n          A. Each individual who is an Eligible Employee on the start date of\nany offering period under the Plan may enter that offering period on such start\ndate. However, an Eligible Employee may participate in only one offering period\nat a time.\n\n                                       2.\n\n\n          B. To participate in the Plan for a particular offering period, the\nEligible Employee must complete the enrollment forms prescribed by the Plan\nAdministrator (including a stock purchase agreement and a payroll deduction\nauthorization) and file such forms with the Plan Administrator (or its\ndesignate) on or before the start date of that offering period.\n\n     VI.  PAYROLL DEDUCTIONS\n\n          A. The payroll deduction authorized by the Participant for purposes of\nacquiring shares of Common Stock during an offering period may be any multiple\nof one percent (1%) of the Cash Earnings paid to the Participant during each\nPurchase Interval within that offering period, up to a maximum of fifteen\npercent (15%). The deduction rate so authorized shall continue in effect\nthroughout the offering period, except to the extent such rate is changed in\naccordance with the following guidelines:\n\n               (i) The Participant may, at any time during the offering period,\n          reduce his or her rate of payroll deduction to become effective as\n          soon as possible after filing the appropriate form with the Plan\n          Administrator. The Participant may not, however, effect more than one\n          (1) such reduction per Purchase Interval.\n\n               (ii) The Participant may, prior to the commencement of any new\n          Purchase Interval within the offering period, increase the rate of his\n          or her payroll deduction by filing the appropriate form with the Plan\n          Administrator. The new rate (which may not exceed the fifteen percent\n          (15%) maximum) shall become effective on the start date of the first\n          Purchase Interval following the filing of such form.\n\n          B. Payroll deductions shall begin on the first pay day\nadministratively feasible following the start of the offering period in which\nthe Participant in enrolled and shall (unless sooner terminated by the\nParticipant) continue through the pay day ending with or immediately prior to\nthe last day of that offering period. The amounts so collected shall be credited\nto the Participant's book account under the Plan, but no interest shall be paid\non the balance from time to time outstanding in such account. The amounts\ncollected from the Participant shall not be required to be held in any\nsegregated account or trust fund and may be commingled with the general assets\nof the Corporation and used for general corporate purposes.\n\n          C. Payroll deductions shall automatically cease upon the termination\nof the Participant's purchase right in accordance with the provisions of the\nPlan.\n\n          D. The Participant's acquisition of Common Stock under the Plan on any\nPurchase Date shall neither limit nor require the Participant's acquisition of\nCommon Stock on any subsequent Purchase Date, whether within the same or a\ndifferent offering period.\n\n                                       3.\n\n\n     VII. PURCHASE RIGHTS\n\n          A. GRANT OF PURCHASE RIGHTS. A Participant shall be granted a separate\npurchase right for each offering period in which he or she participates. The\npurchase right shall be granted on the start date of the offering period and\nshall provide the Participant with the right to purchase shares of Common Stock,\nin a series of successive installments during that offering period, upon the\nterms set forth below. The Participant shall execute a stock purchase agreement\nembodying such terms and such other provisions (not inconsistent with the Plan)\nas the Plan Administrator may deem advisable.\n\n          Under no circumstances shall purchase rights be granted under the Plan\nto any Eligible Employee if such individual would, immediately after the grant,\nown (within the meaning of Code Section 424(d)) or hold outstanding options or\nother rights to purchase, stock possessing five percent (5%) or more of the\ntotal combined voting power or value of all classes of stock of the Corporation\nor any Corporate Affiliate.\n\n          B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be\nautomatically exercised in installments on each successive Purchase Date within\nthe offering period, and shares of Common Stock shall accordingly be purchased\non behalf of each Participant on each such Purchase Date. The purchase shall be\neffected by applying the Participant's payroll deductions for the Purchase\nInterval ending on such Purchase Date to the purchase of whole shares of Common\nStock at the purchase price in effect for the Participant for that Purchase\nDate.\n\n          C. PURCHASE PRICE. The purchase price per share at which Common Stock\nwill be purchased on the Participant's behalf on each Purchase Date within the\nparticular offering period in which he or she is participating shall be equal to\neighty-five percent (85%) of the lower of (i) the Fair Market Value per share of\nCommon Stock on the start date of that offering period or (ii) the Fair Market\nValue per share of Common Stock on that Purchase Date.\n\n          D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common Stock\npurchasable by a Participant on each Purchase Date during the offering period\nshall be the number of whole shares obtained by dividing the amount collected\nfrom the Participant through payroll deductions during the Purchase Interval\nending with that Purchase Date by the purchase price in effect for the\nParticipant for that Purchase Date. However, the maximum number of shares of\nCommon Stock purchasable per Participant on any one Purchase Date shall not\nexceed 1,250 shares, subject to periodic adjustments in the event of certain\nchanges in the Corporation's capitalization. In addition, the maximum number of\nshares of Common Stock purchasable in total by all Participants in the Plan on\nany one Purchase Date shall not exceed 150,000 shares, subject to periodic\nadjustments in the event of certain changes in the Corporation's capitalization.\nHowever, the Plan Administrator shall have the discretionary authority,\nexercisable prior to the start of any offering period under the Plan, to\nincrease or decrease the limitations to be in effect for the number of shares\npurchasable per Participant and in total by all Participants in that particular\noffering period on each Purchase Date which occurs during that offering period.\n\n                                       4.\n\n\n          E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to\nthe purchase of shares of Common Stock on any Purchase Date because they are not\nsufficient to purchase a whole share of Common Stock shall be held for the\npurchase of Common Stock on the next Purchase Date. However, any payroll\ndeductions not applied to the purchase of Common Stock by reason of the\nlimitation on the maximum number of shares purchasable per Participant or in\ntotal by all Participants on the Purchase Date shall be promptly refunded.\n\n          F. TERMINATION OF PURCHASE RIGHT. The following provisions shall\ngovern the termination of outstanding purchase rights:\n\n               (i) A Participant may, at any time prior to the next scheduled\n          Purchase Date in the offering period, terminate his or her outstanding\n          purchase right by filing the appropriate form with the Plan\n          Administrator (or its designate), and no further payroll deductions\n          shall be collected from the Participant with respect to the terminated\n          purchase right. Any payroll deductions collected during the Purchase\n          Interval in which such termination occurs shall, at the Participant's\n          election, be immediately refunded or held for the purchase of shares\n          on the next Purchase Date. If no such election is made at the time\n          such purchase right is terminated, then the payroll deductions\n          collected with respect to the terminated right shall be refunded as\n          soon as possible.\n\n               (ii) The termination of such purchase right shall be irrevocable,\n          and the Participant may not subsequently rejoin the offering period\n          for which the terminated purchase right was granted. In order to\n          resume participation in any subsequent offering period, such\n          individual must re-enroll in the Plan (by making a timely filing of\n          the prescribed enrollment forms) on or before the start date of that\n          offering period.\n\n               (iii) Should the Participant cease to remain an Eligible Employee\n          for any reason (including death, disability or change in status) while\n          his or her purchase right remains outstanding, then that purchase\n          right shall immediately terminate, and all of the Participant's\n          payroll deductions for the Purchase Interval in which the purchase\n          right so terminates shall be immediately refunded. However, should the\n          Participant cease to remain in active service by reason of an approved\n          unpaid leave of absence, then the Participant shall have the right,\n          exercisable up until the last business day of the Purchase Interval in\n          which such leave commences, to (a) withdraw all the payroll deductions\n          collected to date on his or her behalf for that Purchase Interval or\n          (b) have such funds held for the purchase of shares on his or her\n          behalf on the next scheduled Purchase Date. In no event, however,\n          shall any further payroll deductions be collected on the Participant's\n          behalf during such leave. Upon the Participant's return to active\n          service (x) within ninety (90) days following the commencement of such\n          leave or (y) prior to the expiration of any longer period for which\n          such Participant's right to reemployment with the Corporation is\n          guaranteed by statute or contract, his or her payroll deductions under\n          the Plan shall automatically resume at the rate in\n\n                                       5.\n\n\n          effect at the time the leave began, unless the Participant withdraws\n          from the Plan prior to his or her return. An individual who returns to\n          active employment following a leave of absence that exceeds in\n          duration the applicable (x) or (y) time period will be treated as a\n          new Employee for purposes of subsequent participation in the Plan and\n          must accordingly re-enroll in the Plan (by making a timely filing of\n          the prescribed enrollment forms) on or before the start date of any\n          subsequent offering period in which he or she wishes to participate.\n\n          G. CHANGE IN CONTROL. Each outstanding purchase right shall\nautomatically be exercised, immediately prior to the effective date of any\nChange in Control, by applying the payroll deductions of each Participant for\nthe Purchase Interval in which such Change in Control occurs to the purchase of\nwhole shares of Common Stock at a purchase price per share equal to eighty-five\npercent (85%) of the lower of (i) the Fair Market Value per share of Common\nStock on the start date of the offering period in which the Participant is\nenrolled at the time of such Change in Control (ii) the Fair Market Value per\nshare of Common Stock immediately prior to the effective date of such Change in\nControl. However, the applicable limitation on the number of shares of Common\nStock purchasable per Participant shall continue to apply to any such purchase,\nbut not the limitation applicable to the maximum number of shares of Common\nStock purchasable in total by all Participants in the Plan on any one Purchase\nDate.\n\n          The Corporation shall use its best efforts to provide at least ten\n(10) days' prior written notice of the occurrence of any Change in Control, and\nParticipants shall, following the receipt of such notice, have the right to\nterminate their outstanding purchase rights prior to the effective date of the\nChange in Control.\n\n          H. PRORATION OF PURCHASE RIGHTS. Should the total number of shares of\nCommon Stock to be purchased pursuant to outstanding purchase rights on any\nparticular date exceed the number of shares then available for issuance under\nthe Plan, the Plan Administrator shall make a pro-rata allocation of the\navailable shares on a uniform and nondiscriminatory basis, and the payroll\ndeductions of each Participant, to the extent in excess of the aggregate\npurchase price payable for the Common Stock pro-rated to such individual, shall\nbe refunded.\n\n          I. ASSIGNABILITY. The purchase right shall be exercisable only by the\nParticipant and shall not be assignable or transferable by the Participant.\n\n          J. STOCKHOLDER RIGHTS. A Participant shall have no stockholder rights\nwith respect to the shares subject to his or her outstanding purchase right\nuntil the shares are purchased on the Participant's behalf in accordance with\nthe provisions of the Plan and the Participant has become a holder of record of\nthe purchased shares.\n\n    VIII. ACCRUAL LIMITATIONS\n\n          A. No Participant shall be entitled to accrue rights to acquire Common\nStock pursuant to any purchase right outstanding under this Plan if and to the\nextent such accrual, when aggregated with (i) rights to purchase Common Stock\naccrued under any other purchase right granted under this Plan and (ii) similar\nrights accrued under other employee stock purchase plans\n\n                                       6.\n\n\n(within the meaning of Code Section 423)) of the Corporation or any Corporate\nAffiliate, would otherwise permit such Participant to purchase more than\nTwenty-Five Thousand Dollars ($25,000.00) worth of stock of the Corporation or\nany Corporate Affiliate (determined on the basis of the Fair Market Value per\nshare on the date or dates such rights are granted) for each calendar year such\nrights are at any time outstanding.\n\n          B. For purposes of applying such accrual limitations to the purchase\nrights granted under the Plan, the following provisions shall be in effect:\n\n               (i) The right to acquire Common Stock under each outstanding\n          purchase right shall accrue in a series of installments on each\n          successive Purchase Date during the offering period on which such\n          right remains outstanding.\n\n               (ii) No right to acquire Common Stock under any outstanding\n          purchase right shall accrue to the extent the Participant has already\n          accrued in the same calendar year the right to acquire Common Stock\n          under one or more other purchase rights at a rate equal to Twenty-Five\n          Thousand Dollars ($25,000.00) worth of Common Stock (determined on the\n          basis of the Fair Market Value per share on the date or dates of\n          grant) for each calendar year such rights were at any time\n          outstanding.\n\n          C. If by reason of such accrual limitations, any purchase right of a\nParticipant does not accrue for a particular Purchase Interval, then the payroll\ndeductions that the Participant made during that Purchase Interval with respect\nto such purchase right shall be promptly refunded.\n\n          D. In the event there is any conflict between the provisions of this\nArticle and one or more provisions of the Plan or any instrument issued\nthereunder, the provisions of this Article shall be controlling.\n\n     IX.  EFFECTIVE DATE AND TERM OF THE PLAN\n\n          A. The Plan was adopted by the Board on February 11, 2000, and shall\nbecome effective at the Effective Time, provided no purchase rights granted\nunder the Plan shall be exercised, and no shares of Common Stock shall be issued\nhereunder, until (i) the Plan shall have been approved by the stockholders of\nthe Corporation and (ii) the Corporation shall have complied with all applicable\nrequirements of the 1933 Act (including the registration of the shares of Common\nStock issuable under the Plan on a Form S-8 registration statement filed with\nthe Securities and Exchange Commission), all applicable listing requirements of\nany stock exchange (or the Nasdaq National Market, if applicable) on which the\nCommon Stock is listed for trading and all other applicable requirements\nestablished by law or regulation. In the event such stockholder approval is not\nobtained, or such compliance is not effected, within twelve (12) months after\nthe date on which the Plan is adopted by the Board, the Plan shall terminate and\nhave no further force or effect, and all sums collected from Participants during\nthe initial offering period hereunder shall be refunded.\n\n                                       7.\n\n\n          B. Unless sooner terminated by the Board, the Plan shall terminate\nupon the earliest of (i) the last business day in April 2010, (ii) the date on\nwhich all shares available for issuance under the Plan shall have been sold\npursuant to purchase rights exercised under the Plan or (iii) the date on which\nall purchase rights are exercised in connection with a Change in Control. No\nfurther purchase rights shall be granted or exercised, and no further payroll\ndeductions shall be collected, under the Plan following such termination.\n\n     X.   AMENDMENT OF THE PLAN\n\n          A. The Board may alter, amend, suspend or terminate the Plan at any\ntime to become effective immediately following the close of any Purchase\nInterval. However, the Plan may be amended or terminated immediately upon Board\naction, if and to the extent necessary to assure that the Corporation will not\nrecognize, for financial reporting purposes, any compensation expense in\nconnection with the shares of Common Stock offered for purchase under the Plan,\nshould the financial accounting rules applicable to the Plan at the Effective\nTime be subsequently revised so as to require the Corporation to recognize\ncompensation expense in the absence of such amendment or termination.\n\n          B. In no event may the Board effect any of the following amendments or\nrevisions to the Plan without the approval of the Corporation's stockholders:\n(i) increase the number of shares of Common Stock issuable under the Plan,\nexcept for permissible adjustments in the event of certain changes in the\nCorporation's capitalization, (ii) alter the purchase price formula so as to\nreduce the purchase price payable for the shares of Common Stock purchasable\nunder the Plan or (iii) modify the eligibility requirements for participation in\nthe Plan.\n\n     XI.  GENERAL PROVISIONS\n\n          A. All costs and expenses incurred in the administration of the Plan\nshall be paid by the Corporation; however, each Plan Participant shall bear all\ncosts and expenses incurred by such individual in the sale or other disposition\nof any shares purchased under the Plan.\n\n          B. Nothing in the Plan shall confer upon the Participant any right to\ncontinue in the employ of the Corporation or any Corporate Affiliate for any\nperiod of specific duration or interfere with or otherwise restrict in any way\nthe rights of the Corporation (or any Corporate Affiliate employing such person)\nor of the Participant, which rights are hereby expressly reserved by each, to\nterminate such person's employment at any time for any reason, with or without\ncause.\n\n          C. The provisions of the Plan shall be governed by the laws of the\nState of New York without resort to that State's conflict-of-laws rules.\n\n                                       8.\n\n\n                                   SCHEDULE A\n\n                          CORPORATIONS PARTICIPATING IN\n                          EMPLOYEE STOCK PURCHASE PLAN\n                            AS OF THE EFFECTIVE TIME\n\n                                 Websense, Inc.\n\n\n\n                                    APPENDIX\n\n\n     The following definitions shall be in effect under the Plan:\n\n     A. BOARD shall mean the Corporation's Board of Directors.\n\n     B. CASH EARNINGS shall mean (i) the regular base salary paid to a\nParticipant by one or more Participating Companies during such individual's\nperiod of participation in one or more offering periods under the Plan plus (ii)\nall overtime payments, bonuses, commissions, profit-sharing distributions and\nother incentive-type payments received during such period. Such Cash Earnings\nshall be calculated before deduction of (A) any income or employment tax\nwithholdings or (B) any contributions made by the Participant to any Code\nSection 401(k) salary deferral plan or any Code Section 125 cafeteria benefit\nprogram now or hereafter established by the Corporation or any Corporate\nAffiliate. However, Cash Earnings shall NOT include any contributions made by\nthe Corporation or any Corporate Affiliate on the Participant's behalf to any\nemployee benefit or welfare plan now or hereafter established (other than Code\nSection 401(k) or Code Section 125 contributions deducted from such Cash\nEarnings).\n\n     C. CHANGE IN CONTROL shall mean a change in ownership of the Corporation\npursuant to any of the following transactions:\n\n          (i) a merger or consolidation in which securities possessing more than\n     fifty percent (50%) of the total combined voting power of the Corporation's\n     outstanding securities are transferred to a person or persons different\n     from the persons holding those securities immediately prior to such\n     transaction, or\n\n          (ii) the sale, transfer or other disposition of all or substantially\n     all of the assets of the Corporation in complete liquidation or dissolution\n     of the Corporation, or\n\n          (iii) the acquisition, directly or indirectly, by a person or related\n     group of persons (other than the Corporation or a person that directly or\n     indirectly controls, is controlled by or is under common control with the\n     Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of\n     the 1934 Act) of securities possessing more than fifty percent (50%) of the\n     total combined voting power of the Corporation's outstanding securities\n     pursuant to a tender or exchange offer made directly to the Corporation's\n     stockholders.\n\n     D. CODE shall mean the Internal Revenue Code of 1986, as amended.\n\n     E. COMMON STOCK shall mean the Corporation's common stock.\n\n                                      A-1\n\n\n     F. CORPORATE AFFILIATE shall mean any parent or subsidiary corporation of\nthe Corporation (as determined in accordance with Code Section 424), whether now\nexisting or subsequently established.\n\n     G. CORPORATION shall mean Websense, Inc., a Delaware corporation, and any\ncorporate successor to all or substantially all of the assets or voting stock of\nWebsense, Inc. that shall by appropriate action adopt the Plan.\n\n     H. EFFECTIVE TIME shall mean the time at which the Underwriting Agreement\nis executed and the Common Stock priced for the initial public offering of such\nCommon Stock. Any Corporate Affiliate that becomes a Participating Corporation\nafter such Effective Time shall designate a subsequent Effective Time with\nrespect to its employee-Participants.\n\n     I. ELIGIBLE EMPLOYEE shall mean any person who is employed by a\nParticipating Corporation on a basis under which he or she is regularly expected\nto render more than twenty (20) hours of service per week for more than five (5)\nmonths per calendar year for earnings considered wages under Code Section 3401\n(a).\n\n     J. FAIR MARKET VALUE per share of Common Stock on any relevant date shall\nbe determined in accordance with the following provisions:\n\n          (i) If the Common Stock is at the time traded on the Nasdaq National\n     Market, then the Fair Market Value shall be the closing selling price per\n     share of Common Stock on the date in question, as such price is reported by\n     the National Association of Securities Dealers on the Nasdaq National\n     Market and published in The Wall Street Journal. If there is no closing\n     selling price for the Common Stock on the date in question, then the Fair\n     Market Value shall be the closing selling price on the last preceding date\n     for which such quotation exists.\n\n          (ii) If the Common Stock is at the time listed on any Stock Exchange,\n     then the Fair Market Value shall be the closing selling price per share of\n     Common Stock on the date in question on the Stock Exchange determined by\n     the Plan Administrator to be the primary market for the Common Stock, as\n     such price is officially quoted in the composite tape of transactions on\n     such exchange and published in The Wall Street Journal. If there is no\n     closing selling price for the Common Stock on the date in question, then\n     the Fair Market Value shall be the closing selling price on the last\n     preceding date for which such quotation exists.\n\n          (iii) For purposes of the initial offering period that begins at the\n     Effective Time, the Fair Market Value shall be deemed to be equal to the\n     price per share at which the Common Stock is sold in the initial public\n     offering pursuant to the Underwriting Agreement.\n\n     K. 1933 ACT shall mean the Securities Act of 1933, as amended.\n\n                                      A-2.\n\n\n     L. PARTICIPANT shall mean any Eligible Employee of a Participating\nCorporation who is actively participating in the Plan.\n\n     M. PARTICIPATING CORPORATION shall mean the Corporation and such Corporate\nAffiliate or Affiliates as may be authorized from time to time by the Board to\nextend the benefits of the Plan to their Eligible Employees. The Participating\nCorporations in the Plan are listed in attached Schedule A.\n\n     N. PLAN shall mean the Corporation's 2000 Employee Stock Purchase Plan, as\nset forth in this document.\n\n     O. PLAN ADMINISTRATOR shall mean the committee of two (2) or more Board\nmembers appointed by the Board to administer the Plan.\n\n     P. PURCHASE DATE shall mean the last business day of each Purchase\nInterval. The initial Purchase Date shall be October 31, 2000.\n\n     Q. PURCHASE INTERVAL shall mean each successive six (6)-month period within\nthe offering period at the end of which there shall be purchased shares of\nCommon Stock on behalf of each Participant.\n\n     R. STOCK EXCHANGE shall mean either the American Stock Exchange or the New\nYork Stock Exchange.\n\n     S. UNDERWRITING AGREEMENT shall mean the agreement between the Corporation\nand the underwriter or underwriters managing the initial public offering of the\nCommon Stock.\n\n                                      A-3.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9305],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9545],"class_list":["post-38386","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-websense-inc","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\/38386","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=38386"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38386"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38386"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38386"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}