{"id":38835,"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-screamingmedia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-screamingmedia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-screamingmedia-inc.html","title":{"rendered":"Employee Stock Purchase Plan &#8211; ScreamingMedia Inc."},"content":{"rendered":"<pre>\n                               SCREAMINGMEDIA INC.\n                          EMPLOYEE STOCK PURCHASE PLAN\n\n         1. Purpose. The ScreamingMedia Inc. Employee Stock Purchase Plan (the\n'Plan') is being established for the benefit of employees of ScreamingMedia\nInc., a Delaware corporation (the 'Company'), and its Designated Subsidiaries.\nThe Plan is intended to provide the employees of each Employer with an\nopportunity to purchase common shares, par value $.01 per share, of the Company\n(the 'Shares'). It is the intention of the Company that the Plan qualify as an\n'employee stock purchase plan' within the meaning of Section 423 of the Code,\nand the provisions of the Plan shall be construed in a manner consistent with\nthe requirements of such Section of the Code.\n\n         2. Definitions.\n\n                  (a) 'Board' shall mean the Board of Directors of the Company.\n\n                  (b) 'Change in Capitalization' shall mean any increase,\nreduction, or change or exchange of Shares for a different number or kind of\nshares or other securities of the Company by reason of a reclassification,\nrecapitalization, merger, consolidation, reorganization, share dividend, share\nsplit or reverse share split, combination or exchange of shares, repurchase of\nShares, change in corporate structure or otherwise.\n\n                  (c) 'Change in Control' shall be deemed to have occurred if\nthe event set forth in any one of the following paragraphs shall have occurred:\n(i) any Person is or becomes the 'Beneficial Owner' (as defined in Rule 13d-3\nunder the Exchange Act), directly or indirectly, of securities of the Company\n(not including in the securities Beneficially Owned by such Person any\nsecurities acquired directly from the Company) representing 25% or more of the\nvoting power of the Company's then outstanding securities, excluding any Person\nwho becomes such a Beneficial Owner in connection with a transaction described\nin clause (1) of paragraph (iii) below; (ii) the following individuals cease for\nany reason to constitute a majority of the number of directors then serving:\nindividuals who, on the Effective Date, constitute the Board and any new\ndirector (other than a director whose initial assumption of office is in\nconnection with an actual or threatened election contest, including but not\nlimited to a consent solicitation, relating to the election of directors of the\nCompany) whose appointment or election by the Board or nomination for election\nby the Company's stockholders was approved or recommended by a vote of at least\ntwo-\n\nthirds (2\/3) of the directors then still in office who either were directors on\nthe Effective Date or whose appointment, election or nomination for election was\npreviously so approved or recommended; (iii) there is consummated a merger or\nconsolidation of the Company with any other corporation other than (1) a merger\nor consolidation which would result in the voting securities of the Company\noutstanding immediately prior to such merger or consolidation continuing to\nrepresent (either by remaining outstanding or by being converted into voting\nsecurities of the surviving entity or any parent thereof) at least 50% of the\ncombined voting power of the voting securities of the Company or such surviving\nentity or any parent thereof outstanding immediately after such merger or\nconsolidation, or (2) a merger or consolidation effected to implement a\nrecapitalization of the Company (or similar transaction) in which no Person is\nor becomes the Beneficial Owner, directly or indirectly, of securities of the\nCompany (not including in the securities Beneficially Owned by such Person any\nsecurities acquired directly from the Company) representing 25% or more of the\ncombined voting power of the Company's then outstanding securities; or (iv) the\nstockholders of the Company approve a plan of complete liquidation or\ndissolution of the Company or there is consummated an agreement for the sale or\ndisposition by the Company of all or substantially all of the Company's assets,\nother than a sale or disposition by the Company of all or substantially all of\nthe Company's assets to an entity at least 50% of the combined voting power of\nthe voting securities of which are owned by Persons in substantially the same\nproportions as their ownership of the Company immediately prior to such sale.\n\n                  (d) 'Code' shall mean the Internal Revenue Code of 1986, as\namended from time to time.\n\n                  (e) 'Committee' shall mean the Compensation Committee or any\nother committee of members of the Board appointed by the Board to administer the\nPlan and to perform the functions set forth herein.\n\n                  (f) 'Company' shall mean ScreamingMedia Inc., a Delaware\ncorporation, and its successors.\n\n                  (g) 'Compensation' shall mean the fixed salary, wages, com\nmissions, overtime pay and bonuses paid by an Employer to an Employee as\nreported by the Employer to the United States government for Federal income tax\npurposes, including an Employee's portion of compensation deferral contributions\npursuant to Section 401(k) of the Code, any amount excludable pursuant to\nSection 125 of the Code and\/or any non-qualified compensation deferral, but\nexcluding any\n\n                                       2\n\nforeign service allowance, commissions, severance pay, expense\nreimbursement or any credit or benefit under any employee plan maintained by the\nEmployer.\n\n                  (h) 'Continuous Status as an Employee' shall mean the absence\nof any interruption or termination of service as an Employee. Continuous Status\nas an Employee shall not be considered interrupted in the case of a leave of\nabsence agreed to in writing by the Employee's Employer, if such leave is for a\ncontinuous period of not more than one year or re-employment upon the expiration\nof such leave is guaranteed by contract or statute.\n\n                  (i) 'Designated Subsidiaries' shall mean the subsidiaries of\nthe Company which have been designated by the Board from time to time in its\nsole discretion as eligible to participate in the Plan, which may include\ncorporations which become subsidiaries of the Company after the adoption of the\nPlan.\n\n                  (j) 'Effective Date' shall have the meaning set forth in\nSection 23.\n\n                  (k) 'Employee' shall mean any person, including an officer,\nwho as of an Offering Date has been regularly employed by the Company, a wholly\nowned Subsidiary of the Company or a Designated Subsidiary of the Company for at\nleast six months and works more than 20 hours per week; provided, however, that\nany individual who is employed on a full-time basis as of the first Offering\nDate under the Plan shall be entitled to participate in the first Offering\nPeriod under the Plan.\n\n                  (l) 'Employer' shall mean, as to any particular Employee, the\ncorporation which employs such Employee, whether it is the Company, a wholly\nowned Subsidiary of the Company or a Designated Subsidiary of the Company.\n\n                  (m) 'Exchange Act' shall mean the Securities Exchange Act of\n1934, as amended.\n\n                  (n) 'Exercise Date' shall mean the last business day of each\nPurchase Period, except as the Committee may otherwise provide.\n\n                  (o) 'Fair Market Value' per Share as of a particular date\nshall mean (i) the closing sales price per Share on such date, as reported by\nthe Composite Transactions reporting system or if not so reported, as reported\nby the New York\n\n\n\n                                       3\n\nStock Exchange or (ii) in the event the Shares are not traded on such date, the\nclosing price per Share, as so reported in the immediately preceding date on\nwhich trading occurred, or if not so reported, as reported by any national\nsecurities exchange on which the Shares are listed; provided, however, that for\npurposes of the first offering Period, the 'Fair Market Value' of a Share on the\nfirst Offering Date shall be the initial price to the public as set forth in the\nfinal prospectus included within the registration statement on form S-1 filed\nwith the Securities and Exchange Commission for the initial public offering of\nShares.\n\n                  (p) 'Offering Date' shall mean the first Trading Day of each\nOffering Period of the Plan, except with respect to the Offering Date coinciding\nwith the Company's initial public offering, in which case 'Offering Date' shall\nmean the date the Company's registration statement filed in connection with the\ninitial public offering is declared effective by the Securities and Exchange\nCommission. The Offering Date of an Offering Period is the grant date for the\noptions offered in such Offering Period.\n\n                  (q) 'Offering Period' shall mean a period as described in\nSection 4 hereof.\n\n                  (r) 'Parent' shall mean any corporation (other than the\nCompany) in an unbroken chain of corporations ending with the Company if, at the\ntime of granting an option, each of the corporations other than the Company owns\nshares possessing 50% or more of the total combined voting power of all classes\nof shares in one of the other corporations in such chain.\n\n                  (s) 'Participant' shall mean an Employee who participates in\nthe Plan.\n\n                  (t) 'Person' shall have the meaning given in Section 3(a)(9)\nof the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,\nexcept that such term shall not include (i) the Company or any of its\nsubsidiaries, (ii) a trustee or other fiduciary holding securities under an\nemployee benefit plan of the Company or any of its affiliates, (iii) an\nunderwriter temporarily holding securities pursuant to an offering of such\nsecurities, or (iv) a corporation owned, directly or indirectly, by the\nstockholders of the Company in substantially the same proportions as their\nownership of stock of the Company.\n\n\n\n                                       4\n\n                  (u) 'Plan' shall mean the ScreamingMedia Inc. Employee Stock\nPurchase Plan, as amended from time to time.\n\n                  (v) 'Plan Year' shall mean the calendar year, except that the\nfirst Plan Year shall begin the date the Company's registration statement filed\nin connection with the initial public offering is declared effective by the\nSecurities and Exchange Commission and shall end on the December 31 of the year\nfollowing the Plan Year in which the initial public offering of the Shares\noccurs.\n\n                  (w) 'Purchase Period' shall mean each approximately six-month\nperiod, within an Offering Period, commencing on the Trading Day next following\nthe last previous Exercise Date in such Offering Period and ending with the next\nExercise Date in such Offering Period, except that the first Purchase Period of\nany Offering Period shall commence on the first Trading Day of such Offering\nPeriod and end with the next Exercise Date.\n\n                  (x) 'Shares' shall mean shares of the common stock, par value\n$.01 per share, of the Company.\n\n                  (y) 'Subsidiary' shall mean any corporation (other than the\nCompany) in an unbroken chain of corporations beginning with the Company if, at\nthe time of granting an option, each of the corporations other than the last\ncorporation in the unbroken chain owns shares possessing 50% or more of the\ntotal combined voting power of all classes of shares in one of the other\ncorporations in such chain.\n\n                  (z) 'Trading Day' shall mean a day on which national stock\nexchanges and the NASDAQ system are open for trading.\n\n                  (aa) 'Year of Service' shall mean each successive period of\ntwelve consecutive months (from an Employee's original employment date) during\nwhich the Employee's hours of employment are 1,000 hours or more.\n\n         3.       Eligibility.\n\n                  (a) Subject to the requirements of Section 3(b) hereof, any\nperson who is an Employee as of an Offering Date shall be eligible to\nparticipate in the Plan and be granted an option for the Offering Period\ncommencing on such Offering Date.\n\n\n                                       5\n\n                  (b) Notwithstanding any provisions of the Plan to the\ncontrary, no Employee shall be granted an option under the Plan (i) if,\nimmediately after the grant, such Employee (or any other person whose shares\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own shares and\/or hold outstanding options to purchase shares possessing\nfive percent or more of the total combined voting power or value of all classes\nof shares of the Company or of any Subsidiary or Parent of the Company, or (ii)\nwhich permits such Employee's right to purchase shares under all employee stock\npurchase plans (as described in Section 423 of the Code) of the Company and any\nSubsidiary or Parent of the Company to accrue at a rate which exceeds $25,000 of\nFair Market Value of such shares (determined at the time such option is granted)\nfor any calendar year in which such option would be outstanding at any time. Any\namounts received from an Employee which cannot be used to purchase Shares as a\nresult of this limitation will be returned as soon as possible to the Employee\nwithout interest.\n\n         4.       Offering Periods. The Plan shall be implemented by a series of\nconsecutive, overlapping Offering Periods. The first such Offering Period shall\ncommence on the first Trading Day on or after the date on which the Securities\nand Exchange commission declares the Company's registration statement on form\nS-1 to be effective and ending on the last Trading Day on or before December 31,\n2001. Unless otherwise determined by the Committee, each subsequent Offering\nPeriod shall have a duration of two years, commencing on the first Trading Day\non or after January 1 and June 1 of each year. The Plan shall continue until\nterminated in accordance with Section 19 hereof. Subject to Section 19 hereof,\nthe Committee shall have the power to change the duration and\/or the frequency\nof Offering Periods and\/or Purchase Periods with respect to future offerings and\nshall use its best efforts to notify Employees of any such change at least 15\ndays prior to the scheduled beginning of the first Offering Period to be\naffected. In no event shall any option granted hereunder be exercisable more\nthan 27 months from its date of grant.\n\n         To the extent permitted by any applicable laws, regulations, or stock\nexchange rules, if the Fair Market Value of the Shares on any Exercise Date in\nan Offering Period is lower than the Fair Market Value of the Shares on the\nOffering Date of such Offering Period, then all Participants in such Offering\nPeriod shall be automatically withdrawn from such Offering Period immediately\nafter the exercise of their option on such Exercise Date and automatically\nre-enrolled in the immediately following Offering Period as of the first day\nthereof.\n\n\n                                       6\n\n         5.          Grant of Option; Participation; Price.\n\n                  (a) On each Offering Date the Company shall commence an\noffering by granting each eligible Employee an option to purchase Shares,\nsubject to the limitations set forth in Sections 3(b) and 11 hereof. Each option\nso granted shall be exercisable for the number of Shares described in Section 8\nhereof and shall be exercisable only on the Exercise Date.\n\n\n                  (b) Each eligible Employee may elect to become a Participant\nin the Plan with respect to an Offering Period, by filing a subscription\nagreement with his or her Employer authorizing payroll deductions in accordance\nwith Section 6 hereof and filing it with the Company or the Employer in\naccordance with the form's instructions at least ten business days prior to the\napplicable Offering Date, unless a later time for filing the subscription\nagreement is set by the Committee for all Employees with respect to a given\noffering. Such authorization will remain in effect for subsequent Offering\nPeriods, until modified or terminated by the Participant by giving written\nnotice to his or her Employer prior to the next occurring Exercise Date.\nAdditionally, a Participant may participate to a greater extent by authorizing\nreinvest ment of dividends on the Shares held in his or her account (by giving\nwritten notice to the Company) or by making cash payments to be credited to his\nor her account under the Plan in accordance with Section 6 hereof.\n\n                  (c) The option price per Share subject to an offering shall be\n85% of the Fair Market Value of a Share on (i) the Offering Date or (ii) the\nExercise Date, whichever is lower.\n\n         6.       Payroll Deductions and Cash Payments.\n\n                  (a) Subject to Section 5(b) hereof, a Participant may, in\naccordance with rules and procedures adopted by the Committee, authorize a\npayroll deduction of any whole percentage from 1 percent to 15 percent of such\nParticipant's Compensation each pay period (the permissible range within such\npercentages to be determined by the Committee from time to time). A Participant\nmay increase or decrease such payroll deduction (including a cessation of\npayroll deductions) at any time but not more frequently than once each Offering\nPeriod, by filing a new authorization form with his or her Employer. All\npayroll deductions made by a Participant shall be credited to such Participant's\naccount under the Plan.\n\n\n                                       7\n\n                  (b) Notwithstanding the foregoing, to the extent necessary to\ncomply with Section 423(b)(8) of the Code and Section 3(b) hereof, a\nParticipant's payroll deductions may be decreased to 0% at any time during a\nPurchase Period. Payroll deductions shall recommence at the rate provided in\nsuch Participant's subscription agreement at the beginning of the first Purchase\nPeriod which is scheduled to end in the following calendar year, unless\nterminated by the Participant as provided in Section 9 hereof.\n\n                  (c) A Participant may withdraw from the Plan as provided in\nSection 9, which will terminate his or her payroll deductions for the Purchase\nPeriod in which such withdrawal occurs. A Participant may increase or decrease\nthe rate of his or her payroll deductions during an Offering Period by\ncompleting and filing with the Employer a new subscription agreement authorizing\na change in payroll deduction rate. The Committee may, in its discretion, limit\nthe number of rate changes by a Participant during an Offering Period. A change\nin rate shall be effective as of the next payroll period following the date of\nfiling of the new subscription agreement.\n\n         7.       Exercise of Option.\n\n                  (a) Unless a Participant withdraws from the Plan as provided\nin Section 9 hereof, or unless the Committee otherwise provides, such\nParticipant's election to purchase Shares shall be exercised automatically on\nthe Exercise Date, and the maximum number of Shares (including any fractional\nShare) subject to such option will be purchased for such Participant at the\napplicable option price with (i) the accumulated payroll deductions, (ii) cash\ndividends paid on Shares which have been credited to the Participant's account\nunder the Plan pursuant to Section 10 hereof, and (iii) any additional cash\npayments made by the Participant and credited to the Participant's account\nunder the Plan in accordance with Section 6 hereof.\n\n                  (b) Any cash balance remaining in a Participant's account\nafter the termination of an Offering Period will be carried forward to the\nParticipant's account for the purchase of Shares during the next Offering Period\nif the Participant has elected to continue to participate in the Plan. Otherwise\nthe Participant will receive a cash payment equal to the cash balance of his or\nher account.\n\n                  (c) The Shares purchased upon exercise of an option hereunder\nshall be credited to the Participant's account under the Plan as of the Exercise\nDate and shall be deemed to be transferred to the Participant on such date\n(except that no Shares purchased during the first Offering Period hereunder\nshall be credited to the\n\n                                       8\n\nParticipant's account until payment of the aggregate option price has been\ncompleted within the Offering Period). Except as otherwise provided herein, the\nParticipant shall have all rights of a shareholder with respect to such Shares\nupon their being credited to the Participant's account.\n\n         8.       Delivery of Shares.\n\n                  (a) As promptly as practicable after receipt by the Company of\na written request for withdrawal of Shares from any Participant, the Company\nshall arrange the delivery to such Participant of a share certificate\nrepresenting the Shares in the Participant's account which the Participant\nrequests to withdraw (any fractional Share being paid in cash). Subject to\nSection 8(b) hereof, withdrawals may be made no more frequently than once each\nOffering Period. Shares received upon share dividends or share splits shall be\ntreated as having been purchased on the Exercise Date of the Shares to which\nthey relate.\n\n                  (b) Notwithstanding anything in Section 8(a) hereof to the\ncontrary, Shares may be withdrawn by a Participant more than once during an\nOffering Period under the following circumstances: (i) within 60 days following\na Change in Control of the Company or (ii) upon the approval of the Committee,\nin its sole discretion.\n\n         9.       Withdrawal; Termination of Employment.\n\n                  (a) A Participant may withdraw at any time all, but not less\nthan all, cash amounts in his or her account under the Plan that have not been\nused to purchase Shares (including, without limitation, the payroll deductions,\ncash dividends and cash payments credited to such Participant's account) by\ngiving written notice to the Company prior to the next occurring Exercise Date.\nAll such payroll deductions, cash dividends and cash payments credited to such\nParticipant's account shall be paid to such Participant promptly after receipt\nof such Participant's notice of withdrawal and such Participant's option for the\nOffering Period in which the withdrawal occurs shall be automatically\nterminated. No further payroll deductions for the purchase of Shares will be\nmade for such Participant during such Offering Period, and any additional cash\ndividends during the Offering Period shall be distributed to the Participant.\n\n                  (b) Upon termination of a Participant's Continuous Status as\nan Employee during the Offering Period for any reason, including voluntary\ntermination, retirement or death, the payroll deductions, cash dividends and\ncash payments\n\n\n\n                                       9\n\ncredited to such Participant's account that have not been used to purchase\nShares (and, as to the first Offering Period, any such amounts credited to the\naccount for partial payment for Shares as to which payment has not been\ncompleted) shall be returned (and any future cash dividends shall be\ndistributed) to such Participant or, in the case of such Participant's death, to\nthe person or persons entitled thereto under Section 13 hereof, and such\nParticipant's option will be automatically terminated.\n\n                  (c) A Participant's withdrawal from an offering will not have\nany effect upon such Participant's eligibility to participate in a succeeding\noffering or in any similar plan which may hereafter be adopted by the Company.\n\n         10.      Dividends and Interest.\n\n                  (a) Cash dividends paid on Shares held in a Participant's\naccount shall be credited to such Participant's account and used in addition to\npayroll deductions (and cash contributions, if any) to purchase Shares on the\nExercise Date. Dividends paid in Shares or share splits of the Shares shall be\ncredited to the accounts of Participants. Dividends paid in property other than\ncash or Shares shall be distributed to Participants as soon as practicable.\n\n                  (b) No interest shall accrue on or be payable with respect to\nthe payroll deductions or credited cash dividends of a Participant in the Plan.\n\n         11.      Shares.\n\n                  (a) Subject to adjustment as provided in Section 17 hereof,\nthe maximum number of Shares which shall be reserved for sale under the Plan\nshall be 450,000 Shares, plus an annual increase to be added on the first day of\nthe Company's fiscal year beginning in 2001 equal to the lesser of (i) 200,000\nShares, (ii) 0.5% of the Shares outstanding on such date or (iii) a lesser\namount determined by the Commit tee. Such Shares shall be either authorized and\nunissued Shares or Shares which have been reacquired by the Company. If the\ntotal number of Shares which would other wise be subject to options granted\npursuant to Section 5(a) hereof on an Offering Date exceeds the number of Shares\nthen available under the Plan (after deduction of all Shares for which options\nhave been exercised or are then outstanding), the Committee shall make a pro\nrata allocation of the Shares remaining available for option grant in as uniform\na manner as shall be practicable and as it shall determine to be equitable. In\nsuch event, the Committee shall give written\n\n\n                                       10\n\nnotice to each Participant of such reduction of the number of option Shares\naffected thereby and shall similarly reduce the rate of payroll deductions, if\nnecessary.\n\n                  (b) Shares to be delivered to a Participant under the Plan\nwill be registered in the name of the Participant or, at the election of the\nParticipant, in the name of the Participant and another person as joint tenants\nwith rights of survivorship.\n\n         12.      Administration. The Plan shall be administered by the\nCommittee, and the Committee may select administrator(s) to whom its duties and\nresponsibilities hereunder may be delegated. The Committee shall have full power\nand authority, subject to the provisions of the Plan, to promulgate such rules\nand regulations as it deems necessary for the proper administration of the Plan,\nto interpret the provisions and supervise the administration of the Plan, and to\ntake all action in connection therewith or in relation thereto as it deems\nnecessary or advisable. Any decision reduced to writing and signed by a majority\nof the members of the Committee shall be fully effective as if it had been made\nat a meeting duly held. Except as otherwise provided by the Committee, each\nEmployer shall be charged with all expenses incurred in the administration of\nthe Plan with respect to such Employer's Employees. No member of the Committee\nshall be personally liable for any action, determination, or interpretation made\nin good faith with respect to the Plan, and all members of the Committee shall\nbe fully indemnified by the Company with respect to any such action,\ndetermination or interpretation. All decisions, determinations and\ninterpretations of the Committee shall be final and binding on all persons,\nincluding the Company, the Participant (or any person claiming any rights under\nthe Plan from or through any Participant) and any shareholder.\n\n         13.      Designation of Beneficiary.\n\n                  (a) A Participant may file with the Company, on forms supplied\nby the Company, a written designation of a beneficiary who is to receive any\nShares and cash remaining in such Participant's account under the Plan in the\nevent of the Participant's death.\n\n                  (b) Such designation of beneficiary may be changed by the\nParticipant at any time by written notice to the Company, on forms supplied by\nthe Company. In the event of the death of a Participant and in the absence of a\nbeneficiary validly designated under the Plan who is living at the time of such\nParticipant's death, the Company shall deliver such Shares and\/or cash to the\nexecutor or adminis-\n\n\n\n                                       11\n\ntrator of the estate of the Participant or, if no such executor or administrator\nhas been appointed (to the knowledge of the Company), the Company, in its\ndiscretion, may deliver such Shares and\/or cash to the spouse or to any one or\nmore dependents or relatives of the Participant in accordance with the\napplicable laws of descent and distribution, or if no spouse, dependent or\nrelative is known to the Company, then to such other person as the Company may\ndesignate.\n\n         14.      Transferability. Neither payroll deductions, dividends,\ndividend reinvestments or cash payments credited to a Participant's account nor\nany rights with regard to the exercise of an option or to receive Shares under\nthe Plan may be assigned, transferred, pledged or otherwise disposed of in any\nway by the Participant (other than by will, the laws of descent and distribution\nor as provided in Section 13 hereof). Any such attempt at assignment, transfer,\npledge or other disposition shall be without effect, except that the Company may\ntreat such act as an election to withdraw funds in accordance with Section 9\nhereof.\n\n         15.      Use of Funds. All payroll deductions, dividends, reinvested\ndividends and additional cash payments received or held by the Company under the\nPlan may be used by the Company for any corporate purpose, and the Company shall\nnot be obligated to segregate such funds.\n\n         16.      Reports. Individual accounts will be maintained for each\nParticipant in the Plan. Statements of account will be given to Participants as\nsoon as practicable following each Offering Period, which statements will set\nforth the amounts of payroll deductions, dividends, dividend reinvestments and\nadditional cash payments, the per Share purchase price, the number of Shares\npurchased, the aggregate Shares in the Participant's account and the remaining\ncash balance, if any.\n\n         17.      Effect of Certain Changes. In the event of a Change in\nCapitalization or the distribution of an extraordinary dividend, the Committee\nshall conclusively determine the appropriate equitable adjustments, if any, to\nbe made under the Plan, including without limitation adjustments to the number\nof Shares which have been authorized for issuance under the Plan but have not\nyet been placed under option, as well as the price per Share covered by each\noption under the Plan which has not yet been exercised. In the event of a Change\nin Control of the Company, the Offering Period shall terminate unless otherwise\nprovided by the Committee.\n\n         18.      Term of Plan. Subject to the Board's right to discontinue the\nPlan (and thereby end its Term) pursuant to Section 19 hereof, the Term of the\nPlan\n\n\n\n                                       12\n\n(and its last Offering Period) shall end on the tenth anniversary of the\ncommencement of the first Offering Period. Upon any discontinuance of the Plan,\nunless the Committee shall determine otherwise, any assets remaining in the\nParticipants' accounts under the Plan shall be delivered to the respective\nParticipant (or the Participant's legal representative) as soon as practicable.\n\n         19.      Amendment to and Discontinuance of Plan. The Board may at any\ntime amend, suspend or discontinue the Plan. Except as provided in Section 17\nhereof, no such suspension or discontinuance may adversely affect options\npreviously granted and no amendment may make any change in any option\ntheretofore granted which adversely affects the rights of any Participant which\naccrued prior to the date of effectiveness of such amendment without the consent\nof such Participant. No amendment shall be effective unless it receives the\nrequisite approval of the shareholders of the Company if such shareholder\napproval of such amendment is required to comply with Rule 16b-3 under the\nExchange Act or Section 423 of the Code or to comply with any other applicable\nlaw, regulation or stock exchange rule.\n\n         20.      Notices. All notices or other communications by a Participant\nto the Company under or in connection with the Plan shall be deemed to have been\nduly given when received in the form specified by the Company at the location,\nor by the person, designated by the Company for the receipt thereof.\n\n         21.      Regulations and Other Approvals; Governing Law.\n\n                  (a) This Plan and the rights of all persons claiming hereunder\nshall be construed and determined in accordance with the laws of Delaware\nwithout giving effect to the choice of law principles thereof, except to the\nextent that such law is preempted by federal law.\n\n                  (b) The obligation of the Company to sell or deliver Shares\nwith respect to options granted under the Plan shall be subject to all\napplicable laws, rules and regulations, including all applicable federal and\nstate securities laws, and the obtaining of all such approvals by governmental\nagencies as may be deemed necessary or appropriate by the Committee.\n\n                  (c) To the extent applicable hereto, the Plan is intended to\ncomply with Rule 16b-3 under the Exchange Act, and the Committee shall interpret\nand administer the provisions of the Plan in a manner consistent therewith. Any\n\n\n\n                                       13\n\nprovisions inconsistent with such Rule shall be inoperative and shall not affect\nthe validity of the Plan.\n\n         22.      Withholding of Taxes. If the Participant makes a disposition,\nwithin the meaning of Section 424(c) of the Code and regulations promulgated\nthereunder, of any Share or Shares issued to such Participant pursuant to such\nParticipant's exercise of an option, and such disposition occurs within the\ntwo-year period commencing on the day after the Offering Date or within the\none-year period commencing on the day after the Exercise Date, such Participant\nshall, within ten days of such disposition, notify the Company thereof and\nthereafter immediately deliver to the Company any amount of Federal, state or\nlocal income taxes and other amounts which the Company informs the Participant\nthe Company is required to withhold.\n\n         23.      Effective Date. The Plan shall be effective as of the date of\nthe completion of the initial public offering of the Shares, subject to the\napproval of the Plan by the shareholders of the Company within twelve months\nbefore or after the date the Plan is adopted.\n\n\n                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8789],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9545],"class_list":["post-38835","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-screaming-mediacom-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\/38835","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=38835"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38835"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38835"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38835"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}