{"id":38829,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-hpl-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-hpl-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-hpl-technologies-inc.html","title":{"rendered":"Employee Stock Purchase Plan &#8211; HPL Technologies Inc."},"content":{"rendered":"<pre>                             HPL TECHNOLOGIES, INC.\n\n                          EMPLOYEE STOCK PURCHASE PLAN\n\n                          (AS ADOPTED ON MAY 22, 2001)\n\n\n         1.     PURPOSE. This HPL Technologies, Inc. Employee Stock Purchase\nPlan (the \"Plan\") is designed to encourage and assist employees of HPL\nTechnologies, Inc. (the \"Company\") and any Participating Subsidiary, as defined\nin Section 4, to acquire an equity interest in the Company through the purchase\nof shares of Company common stock (the \"Common Stock\").\n\n         2.     ADMINISTRATION. The Plan shall be administered by the Board of\nDirectors of the Company (or a committee thereof designated by the Board of\nDirectors, which in either case is referred to as the \"Board\"). The Board may\nfrom time to time select a committee or persons (the \"Administrator\") to be\nresponsible for any matters in implementing the Plan. If no such committee or\npersons are selected, the Board shall be the Administrator. Subject to the\nexpress provisions of the Plan, to the overall supervision of the Board, and to\nthe limitations of Section 423 of the Internal Revenue Code of 1986, as amended\n(the \"Code\"), the Administrator may administer and interpret the Plan in any\nmanner it believes to be desirable, and any such interpretation shall be\nconclusive and binding on the Company and all persons, and the Administrator\nshall have all powers necessary to accomplish the purposes of the Plan and\ndischarge its duties hereunder.\n\n         3.     NUMBER OF SHARES.\n\n                (a)     SHARE LIMIT. The total number of shares of Common \nStock initially reserved and available for issuance pursuant to this Plan \nshall be 510,000 (the \"Share Limit\"). Notwithstanding the foregoing and \nsubject to Section 3(b), the Share Limit shall automatically increase on \nMarch 1, 2002 and March 1 of each year thereafter until and including March \n1, 2011 (unless the Plan is terminated earlier in accordance with the \nprovisions hereof) by the \"Annual Increase\" which shall consist of a number \nof shares equal to the least of (i) 150,000, (ii) one percent (1.00%) of the \nnumber of shares of all classes of common stock of the Company outstanding on \nthat date or (iii) a lesser number determined by the Administrator prior to \nsuch March 1; provided that the total number of shares available for issuance \nunder the Plan shall not exceed the initial Share Limit plus the maximum \npotential cumulative Annual Increase. The Share Limit shall be reduced by the \nnumber of shares issued under the HPL Technologies, Inc. Foreign Subsidiary \nEmployee Stock Purchase Plan (\"Foreign Plan\"). Shares issued under the Plan \nmay consist, in whole or in part, of authorized and unissued shares or \ntreasury shares \n\nreacquired in private transactions or open market purchases, but all shares\nissued under this Plan and the Foreign Plan shall be counted against the Share\nLimit.\n\n                (b)     ADJUSTMENTS. In the event of any reorganization,\nrecapitalization, stock split, reverse stock split, stock dividend, combination\nof shares, offering of rights, or other similar change in the capital structure\nof the Company, the Board may make such adjustment, if any, as it deems\nappropriate in the number, kind, and purchase price of the shares available for\npurchase under the Plan and in the maximum number of shares subject to any\noption under the Plan. Such adjustment shall be made by the Administrator, whose\ndetermination shall be final, binding, and conclusive. Except as expressly\nprovided herein, no issue by the Company of shares of stock of any class, or\nsecurities convertible into shares of stock of any class, shall affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof shares of Common Stock subject to an option under the Plan.\n\n         4.     ELIGIBILITY REQUIREMENTS.\n\n                (a)     ELIGIBLE EMPLOYEES. Each employee of the Company and\neach Participating Subsidiary, except those described in the next paragraph,\nshall become eligible to participate in the Plan in accordance with Section 5 on\nthe first Enrollment Date on or following commencement of his or her employment\nby the Company or the Participating Subsidiary or following such period of\nemployment, not to exceed two years, as is designated by the Board from time to\ntime. Participation in the Plan is entirely voluntary.\n\n                (b)     NON-ELIGIBLE EMPLOYEES. The following employees are not\neligible to participate in the Plan:\n\n                        (i)     employees who would, immediately upon enrollment\nor re-enrollment in the Plan, own directly or indirectly five percent or more of\nthe total combined voting power or value of all classes of stock of the Company\nor any subsidiary of the Company or any parent of the Company (as defined in\nSection 424 of the Code); and\n\n                        (ii)    employees who are customarily employed by the\nCompany less than 20 hours per week or less than five months in any calendar\nyear.\n\n                For purposes of the determination in clause (i) above, (a) the\nemployee shall be deemed to own stock attributed to him or her under the\nattribution rules of Section 424(d) of the Code; (b) the employee shall be\nconsidered to own any stock that the employee could purchase through the\nexercise of any option or right to acquire stock held by the employee (including\nthe option granted to the employee upon an Enrollment \n\n                                       2\n\n\nDate); and (c) the option granted to an employee on an Enrollment Date shall be\ndeemed to be an option to acquire a number of shares of Common Stock of the\nCompany equal to (x) the maximum number of shares that may be purchased on any\nPurchase Date as set forth in Section 6(b)(vii) hereof multiplied by (y) the\nnumber of Purchase Dates in the option period for such option.\n\n                (c)     DEFINITION OF EMPLOYEE. \"Employee\" shall mean any\nindividual who is an employee of the Company or a Participating Subsidiary.\nWhether an individual qualifies as an Employee shall be determined by the\nAdministrator, in its sole discretion. The Administrator shall be guided by the\nprovisions of Treasury Regulation Section 1.421-7 and Section 3401(c) of the\nCode and the Treasury Regulations thereunder, with the intent that the Plan\ncover all \"employees\" within the meaning of those provisions other than those\nwho are not eligible to participate in the Plan; provided, however, that any\ndeterminations regarding whether an individual is an \"employee\" shall be\nprospective only, unless otherwise determined by the Administrator. Unless the\nAdministrator makes a contrary determination, the Employees of the Company\nshall, for all purposes of this Plan, be those individuals who are carried as\nemployees of the Company or a Participating Subsidiary for regular payroll\npurposes or are on a leave of absence for not more than 90 days. Any inquiries\nregarding eligibility to participate in the Plan shall be directed to the\nAdministrator, whose decision will be final.\n\n                (d)     DEFINITION OF SUBSIDIARY. \"Subsidiary\" shall mean any\ncorporation that is a \"subsidiary\" of the Company as defined in Section 424(f)\nof the Code. \"Participating Subsidiary\" shall mean a subsidiary which has been\ndesignated by the Administrator as covered by the Plan.\n\n         5.     ENROLLMENT. Any eligible employee may enroll or re-enroll in the\nPlan each year as of the first trading day of (i) September 2001, (ii) March\n2002, and (iii) each September and March thereafter, or such other days as may\nbe established by the Board from time to time (the \"Enrollment Dates\"). In order\nto enroll, an eligible employee must complete and submit to the Company the\nenrollment form approved by the Administrator. Any enrollment form received by\nthe designee of the Administrator by (a) the September 2001 Enrollment Date, (b)\nwith respect to each Enrollment Date thereafter, the 25th day of the month\npreceding such Enrollment Date (or the Enrollment Date in the case of employees\nhired after such 25th day), or (c) such other date established by the\nAdministrator from time to time, will be effective on that Enrollment Date. For\npurposes of the Plan, a \"trading day\" is any day on which regular trading occurs\non any established stock exchange or market system on which the Common Stock is\ntraded. Any employee who has enrolled in the Plan and has not withdrawn shall be\nautomatically re-enrolled in the Plan on the Enrollment Date next following the\nexpiration of the employee's option at the same level of payroll deduction as\nduring the preceding option period. An employee \n\n                                       3\n\n\nwishing to change the level of payroll deduction must submit a new enrollment\nform on or before the due dates for such forms described above.\n\n         6.     GRANT OF OPTION ON ENROLLMENT.\n\n                (a)     GRANT OF OPTION. Enrollment or re-enrollment by a\nparticipant in the Plan on an Enrollment Date will constitute the grant by the\nCompany to the participant of an option to purchase shares of Common Stock from\nthe Company under the Plan.\n\n                (b)     TERMS OF OPTION. Each option granted under the Plan\nshall have the following terms:\n\n                        (i)     each option granted under the Plan will have a\nterm of not more than 24 months or such shorter option period as may be\nestablished by the Board from time to time; notwithstanding the foregoing,\nhowever, whether or not all shares have been purchased thereunder, the option\nwill expire on the earlier to occur of (A) the completion of the purchase of\nshares on the last Purchase Date occurring within 24 months after the Enrollment\nDate for such option, or such shorter option period as may be established by the\nBoard before an Enrollment Date for all options to be granted on such date or\n(B) the date on which the employee's participation in the Plan terminates for\nany reason;\n\n                        (ii)    payment for shares purchased under the option\nwill be made only through payroll withholding in accordance with Section 7;\n\n                        (iii)   purchase of shares upon exercise of the option\nwill be effected only on the Purchase Dates established in accordance with\nSection 8;\n\n                        (iv)    the price per share under the option will be\ndetermined as provided in Section 8;\n\n                        (v)     the number of shares available for purchase\nunder an option will be determined by dividing (i) such participant's payroll\ndeductions accumulated on or prior to such Purchase Date and retained in such\nparticipant's account as of the Purchase Date; by (ii) the applicable Purchase\nPrice determined in accordance with Section 8;\n\n                        (vi)    the option (taken together with all other\noptions then outstanding under this and all other similar stock purchase plans\nof the Company and any subsidiary of the Company, collectively \"Options\") will\nin no event give the participant the right to purchase shares at a rate per\ncalendar year which accrues in excess of $25,000 of fair market value of such\nshares, determined at the applicable Enrollment Date;\n\n                                       4\n\n\n                        (vii)   the option will in no event give the right to\npurchase more than 1500 shares on any Purchase Date; and\n\n                        (viii)  the option will in all respects be subject to\nthe terms and conditions of the Plan, as interpreted by the Administrator, in\nits sole discretion, from time to time.\n\n         7.     PAYROLL AND TAX WITHHOLDING; USE BY COMPANY.\n\n                (a)     PAYROLL DEDUCTIONS. Each participant shall elect to have\namounts withheld from his or her compensation paid by the Company during the\noption period, at a rate equal to any whole percentage up to 15 percent, or such\nother maximum percentage as the Board may establish from time to time before an\nEnrollment Date. Compensation includes regular salary payments, bonuses,\novertime pay and any other compensation as may be determined from time to time\nby the Board of Directors, but excludes all other payments including, without\nlimitation, long-term disability or workers compensation payments, car\nallowances, employee referral bonuses, relocation payments, expense\nreimbursements (including but not limited to travel, entertainment, and moving\nexpenses), salary gross-up payments, and non-cash recognition awards. The\nparticipant shall designate a rate of withholding in his or her enrollment form\nand may elect to increase or decrease the rate of contribution effective as of\nany Enrollment Date, by delivery to the Company, not later than the 25th day of\nthe month preceding such Enrollment Date, of a written notice indicating the\nrevised withholding rate. The first payroll deduction will commence with the\nfirst payment of compensation on or after the Enrollment Date.\n\n                (b)     USE OF WITHHOLDINGS. Payroll withholdings shall be\ncredited to an account maintained for purposes of the Plan on behalf of each\nparticipant, as soon as administratively feasible after the withholding occurs.\nThe Company shall be entitled to use the withholdings for any corporate purpose,\nshall have no obligation to pay interest on withholdings to any participant, and\nshall not be obligated to segregate withholdings.\n\n                (c)     TAX WITHHOLDINGS. The participant shall pay, or make\nprovision adequate to the Company for payment of, all federal, state, and other\ntax (and similar) withholdings that the Company determines, in its discretion,\nare required due to the acquisition of shares under the Plan or the disposition\nof such shares, including any such withholding that the Company determines in\nits discretion is necessary to allow the Company to claim tax deductions or\nother benefits in connection with the disposition.\n\n                                       5\n\n\n         8.     PURCHASE OF SHARES.\n\n                (a)     PURCHASE DATE. On the last trading day of each month\nimmediately preceding a month containing an Enrollment Date, or on such other\ndays as may be established by the Board from time to time prior to an Enrollment\nDate for all options to be granted on an Enrollment Date (each a \"Purchase\nDate\"), the Company shall apply the funds then credited to each participant's\npayroll withholdings account to the purchase of whole shares of Common Stock.\n\n                (b)     PURCHASE PRICE. The cost to the participant for the\nshares purchased under any option shall be not less than 85 percent of the lower\nof:\n\n                        (i)     the fair market value of the Common Stock on the\nEnrollment Date for such option; or\n\n                        (ii)    the fair market value of the Common Stock on\nthat Purchase Date.\n\n         The \"fair market value\" of the Common Stock on a date shall be the\nclosing price of the Common Stock on the Nasdaq National Market (or, if\ndetermined by the Administrator to be the primary market on which the Common\nStock is traded, a stock exchange or other market system on which the Common\nStock is traded), or the fair market value on such date as determined by the\nAdministrator if no such price is reported.\n\n                (c)     FUNDS REMAINING AFTER PURCHASE. Any funds in an amount\nless than the cost of one share of Common Stock left in a participant's payroll\nwithholdings account on a Purchase Date shall be carried forward in such account\nfor application on the next Purchase Date.\n\n                (d)     INSUFFICIENT SHARES AVAILABLE. If at any Purchase Date,\nthe shares available under the Plan are less than the number all participants\nwould otherwise be entitled to purchase on such date, purchases (including\npurchases under the Foreign Plan) shall be reduced proportionately to eliminate\nthe deficit. Any funds that cannot be applied to the purchase of shares due to\nsuch a reduction shall be refunded to participants as soon as administratively\nfeasible, unless the Administrator, in its sole discretion, determines that such\nexcess funds shall be carried over to the next Purchase Date under this Plan.\n\n         9.     WITHDRAWAL FROM THE PLAN. A participant may withdraw from the\nPlan in full (but not in part) at any time, effective after written notice\nthereof is received by the Company. All funds credited to a participant's\npayroll withholdings account shall be \n\n                                       6\n\n\ndistributed to him or her without interest within 60 days after notice of\nwithdrawal is received by the Company. Any eligible employee who has withdrawn\nfrom the Plan may enroll in the Plan again on any subsequent Enrollment Date in\naccordance with the provisions of Section 5. If a participant fails to remain\nemployed for at least 20 hours per week during an Offering Period, the\nparticipant will be deemed to have withdrawn from this Plan, the payroll\ndeductions credited to the participant's account will be promptly refunded, and\nthe participant's option under the Plan shall terminate.\n\n         10.    TERMINATION OF EMPLOYMENT. Participation in the Plan terminates\nimmediately when a participant ceases to be employed by the Company for any\nreason whatsoever (including death or disability) or otherwise becomes\nineligible to participate in the Plan. As soon as administratively feasible\nafter termination, the Company shall pay to the participant or his or her\nbeneficiary or legal representative, all amounts credited to the participant's\npayroll withholdings account; provided, however, that if a participant ceases to\nbe employed by the Company because of the commencement of employment with a\nSubsidiary of the Company that is not a Participating Subsidiary, funds then\ncredited to such participant's payroll withholdings account shall be applied to\nthe purchase of whole shares of Common Stock at the next Purchase Date, and any\nfunds remaining after such purchase shall be paid to the participant.\n\n         11.    BENEFICIARIES.\n\n                (a)     DESIGNATION OF BENEFICIARY. Each participant may\ndesignate one or more beneficiaries in the event of death and may, in his or her\nsole discretion, change such designation at any time. Any such designation shall\nbe effective upon receipt in written form by the Company and shall control over\nany disposition by will or otherwise.\n\n                (b)     PAYMENT TO BENEFICIARY. As soon as administratively\nfeasible after the death of a participant, amounts credited to his or her\naccount shall be paid in cash to the designated beneficiaries or, in the absence\nof a designation, to the executor, administrator, or other legal representative\nof the participant's estate. Such payment shall relieve the Company of further\nliability with respect to the Plan on account of the deceased participant. If\nmore than one beneficiary is designated, each beneficiary shall receive an equal\nportion of the account unless the participant has given express contrary written\ninstructions.\n\n         12.    ASSIGNMENT.\n\n                (a)     ASSIGNMENT PROHIBITED. Except as provided in Section 11,\nthe rights of a participant under the Plan shall not be assignable by such\nparticipant, by operation of law or otherwise. No participant may create a lien\non any funds, securities, rights, or other property held by the Company for the\naccount of the participant under the Plan, \n\n                                       7\n\n\nexcept to the extent that there has been a designation of beneficiaries in\naccordance with the Plan, and except to the extent permitted by the laws of\ndescent and distribution if beneficiaries have not been designated.\n\n                (b)     RIGHTS EXERCISABLE ONLY BY PARTICIPANT. A participant's\nright to purchase shares under the Plan shall be exercisable only during the\nparticipant's lifetime and only by him or her, except that a participant may\ndirect the Company in the enrollment form to issue share certificates to the\nparticipant and his or her spouse in community property, to the participant\njointly with one or more other persons with right of survivorship, or to certain\nforms of trusts approved by the Administrator; provided, that such direction may\nnot be terminated, except at the beginning of a new enrollment period or\npursuant to a \"qualified domestic relations order\" as defined under the Code.\n\n         13.    ADMINISTRATIVE ASSISTANCE. If the Administrator in its\ndiscretion so elects, it may engage a brokerage firm, bank, or other financial\ninstitution to assist in the purchase of shares, delivery of reports, or other\nadministrative aspects of the Plan. If the Administrator so elects, each\nparticipant shall be deemed upon enrollment in the Plan to have authorized the\nestablishment of an account on his or her behalf at such institution. Shares\npurchased by a participant under the Plan shall be held in the account in the\nname in which the share certificate would otherwise be issued.\n\n         14.    COSTS. All costs and expenses incurred in administering the Plan\nshall be paid by the Company, except that any stamp duties or transfer taxes\napplicable to participation in the Plan may be charged to the account of such\nparticipant by the Company. Any brokerage fees for the purchase of shares by a\nparticipant shall be paid by the Company, but brokerage fees for the resale of\nshares by a participant shall be borne by the participant.\n\n         15.    EQUAL RIGHTS AND PRIVILEGES. All eligible employees shall have\nequal rights and privileges with respect to the Plan so that the Plan qualifies\nas an \"employee stock purchase plan\" within the meaning of Section 423 of the\nCode and the related Treasury Regulations. Any provision of the Plan which is\ninconsistent with Section 423 of the Code shall without further act or amendment\nby the Company or the Board be reformed to comply with the requirements of\nSection 423. This Section 15 shall take precedence over all other provisions of\nthe Plan.\n\n         16.    APPLICABLE LAW. The Plan and options granted hereunder shall be\ngoverned by the substantive laws (excluding the conflict of laws rules) of the\nState of Delaware.\n\n         17.    MODIFICATION AND TERMINATION.\n\n                (a)     MODIFICATION AND TERMINATION OF PLAN. The Board may\nmodify, amend, alter, or terminate the Plan at any time, including amendments to\noutstanding options. No amendment to (i) increase the number of shares reserved\nfor purchase under the Plan, (ii) change the designation of the employees (or\nclass of employees) eligible for participation in this Plan; or (iii) if the\nCompany has a class of equity securities registered under Section 12 of the\nSecurities Exchange Act of 1934, as amended (the \"Exchange Act\") at the time of\nsuch amendment, materially increase the benefits that may accrue to participants\nunder this Plan, shall be effective unless within 12 months after it is adopted\nby the Board, it is approved by the stockholders of the Company.\n\n                (b)     TERMINATION OF OPTIONS. In the event the Plan is\nterminated, the Board may elect to terminate all outstanding options either\nimmediately or upon completion of the purchase of shares on the next Purchase\nDate, or may elect to permit options to expire in accordance with their terms\n(and participation to continue through \n\n\n                                       8\n\n\nsuch expiration dates). If the options are terminated prior to expiration, all\nfunds contributed to the Plan that have not been used to purchase shares shall\nbe returned to the participants as soon as administratively feasible.\n\n                (c)     ASSET SALE, MERGER, ETC. In the event of the sale of all\nor substantially all of the assets of the Company, or the merger or\nconsolidation of the Company with or into another corporation, or the\ndissolution or liquidation of the Company, the Board shall provide for the\nassumption or substitution of each option under the Plan by the successor or\nsurviving corporation, or a parent or subsidiary thereof, unless the Board\ndecides to take such other action as it deems appropriate, including, without\nlimitation, providing for the termination of the Plan and providing for a\nPurchase Date to occur on the trading day immediately preceding the date of such\ntermination.\n\n         18.    RIGHTS AS AN EMPLOYEE. Nothing in the Plan shall be construed to\ngive any person the right to remain in the employ of the Company or any\nSubsidiary or to affect the Company's or any Subsidiary's right to terminate the\nemployment of any person at any time with or without cause.\n\n         19.    RIGHTS AS A SHAREHOLDER; DELIVERY OF CERTIFICATES. Participants\nshall be treated as the owners of their shares effective as of the Purchase\nDate. Certificates evidencing shares purchased on any Purchase Date shall be\ndelivered to participants as soon as administratively feasible, unless the\nAdministrator determines that the Company instead of delivery of share\ncertificates shall (i) deliver a certificate (or equivalent) to a broker for\ncrediting to the participant's account, or (ii) make a notation in the\nparticipant's favor of non-certificated shares on the Company's stock records.\n\n         20.    ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions\nof options granted hereunder to, and the purchase of shares by, persons subject\nto Section 16 of the Securities Exchange Act of 1934 shall comply with the\napplicable provisions of Rule 16b-3 of such Act. This Plan shall be deemed to\ncontain, and such options shall contain, and the shares issued upon exercise\nthereof shall be subject to, such additional conditions and restrictions as may\nbe required by Rule 16b-3 to qualify for the maximum exemption from Section 16\nof the Securities Exchange Act of 1934 with respect to Plan transactions.\n\n\n                                       9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7802],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38829","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hpl-technologies-inc","corporate_contracts_industries-technology__software","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\/38829","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=38829"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38829"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38829"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38829"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}