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Exhibit 99.1
TRANSACT TECHNOLOGIES INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 2000 Employee Stock Purchase Plan
of TransAct Technologies Incorporated.
1. Purpose of the Plan
The purpose of the Plan is to provide eligible employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan qualify
as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation
in a manner consistent with the requirements of that section of the
Code.
2. Definitions
2.1 "Administrator" shall mean the Board or a compensation
committee or other committee consisting of two or more Board members
appointed by the Board to administer the Plan.
2.2 "Board" shall mean the Board of Directors of the Company.
2.3 "Plan" shall mean this 2000 Employee Stock Purchase Plan.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended or as it may be amended from time to time.
2.5 "Common Stock" shall mean the common stock of the Company.
2.6 "Company" shall mean TransAct Technologies Incorporated
and any Subsidiary of the Company.
2.7 "Compensation" shall mean all base gross earnings and
overtime earnings, excluding payments for commissions, incentive
compensation, bonuses and any other special payments.
2.8 "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.
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2.9 "Employee" shall mean any person who is customarily
employed on a full-time or part-time basis by the Company and (i) is
regularly scheduled to work more than 30 hours per week, (ii) is
regularly scheduled to work more than five (5) months in any calendar
year and (iii) has completed 90 days of continuous employment with the
Company prior to a given Enrollment Date. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds 90 days and the individual's
right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated
on the 91st day of such leave.
2.10 "Enrollment Date" shall mean the first day of each
Offering Period.
2.11 "Exercise Date" shall mean the last day of each Offering
Period.
2.12 "Fair Market Value" shall mean, as of any date, the value
of Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") System, its Fair Market Value shall be the closing
sale price for the Common, as quoted on such exchange or
system for the last Trading Day prior to the time of
determination as reported in The Wall Street Journal or such
other source as the Administrator deems reliable, or;
(ii) If the Common Stock is quoted on the NASDAQ
system (but not on the National Market System thereof) or is
regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the
mean of the closing bid and ask prices for the Common Stock
for the last Trading Day prior to the time of determination,
as reported in The Wall Street Journal or such other source as
the Administrator deems reliable, or;
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.
2.13 "Offering Period" shall have the meaning set forth in
Section 4 of this Plan.
2.14 "Participant" shall mean an Employee who has met the
eligibility requirements of Section 3 and who has elected to
participate pursuant to an election under Section 5(a).
2.15 "Plan" shall mean this 2000 Employee Stock Purchase Plan.
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2.16 "Purchase Price" shall mean an amount equal to 85% of the
Fair Market Value of a share of Common Stock on the Enrollment Date or
on the Exercise Date, whichever is lower.
2.17 "Reserved Shares" shall mean the number of shares of
Common Stock covered by each purchase right under the Plan which have
not yet been exercised and the number of shares of Common Stock which
have been authorized for issuance under the Plan but not yet placed
under a purchase right.
2.18 "Subsidiary" shall mean a corporation, domestic or
foreign, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary which would be a
"subsidiary corporation" of the company as such term is defined in
section 424(f) of the Code or any successor provision thereto.
2.19 "Trading Day" shall mean a day on which national stock
exchanges and the NASDAQ System are open for trading.
3. Eligibility
3.1 Any employee (as defined in Section 2.8), who shall be
employed by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.
3.2 Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted a purchase right under
the Plan (i) to the extent, immediately after the grant, such Employee
(or any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own capital stock of the
Company and/or hold outstanding purchase rights to purchase such stock
possessing five percent (5%) or more of the total combined voting power
or value of all classes of the capital stock of the Company or of any
Subsidiary, or (ii) to the extent his or her rights to purchase stock
under all employee stock purchase plans of the Company and its
Subsidiaries accrue at a rate which exceeds twenty-five thousand
dollars ($25,000) worth of stock (determined at the Fair Market Value
of the shares at the time such purchase right is granted) for each
calendar year in which such purchase right is outstanding at any time.
If an Employee's payroll deductions during an Offering Period exceed
the purchase price for the maximum number of shares of Common Stock
that may be purchased under a purchase right outstanding in any
calendar year, the excess shall be retained in such Employee's account
and applied in the next Offering Period.
4. Offering Periods
The Plan shall be implemented by consecutive six-month periods
("Offering Periods") with a new Offering Period commencing on the first
Trading Day on or after June 1 and December 1 each year, or on such
other date as the Administrator shall determine, and continuing
thereafter until terminated in accordance with Section 19 hereof. The
Administrator shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to
future offerings
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without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first
Offering Period to be affected thereafter.
5. Participation
5.1 An eligible Employee may become a Participant in the Plan
by completing a subscription agreement authorizing payroll deductions
in the form of Exhibit A to this Plan and filing it with the Company's
Human Resources Department at least ten (10) business days prior to the
applicable Enrollment Date.
5.2 Payroll deductions for a Participant shall commence on the
first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the Participant as provided in
Section 10 hereof.
5.3 A Participant's subscription agreement shall remain in
effect for successive Offering Periods unless terminated as provided in
Section 10 hereof or modified as provided in Section 6 hereof.
6. Payroll Deductions
6.1 At the time a Participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on
each pay day during the Offering Period in a amount, in whole
percentages, not less than one percent (1%) and not exceeding five
percent (5%) of the Compensation which he or she receives on each pay
day during the Offering Period.
6.2 All payroll deductions made for a Participant shall be
credited to his or her account under the Plan and will be withheld in
whole percentages only. A Participant may not make any additional
payments into such account.
6.3 A Participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof. A Participant may increase
or decrease the rate of his or her payroll deductions only on the
Enrollment Date by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate.
6.4 Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3.2 hereof, a
Participant's payroll deductions may be decreased to 0% at such time
during any Offering Period which is scheduled to end during the current
calendar year (the "Current Offering Period") that the aggregate of all
payroll deductions which were previously used to purchase stock under
the Plan in any and all prior Offering Periods which ended during that
calendar year plus all payroll deductions accumulated with respect to
the Current Offering Period equal $25,000. Payroll deductions shall
recommence at the rate provided in such Participant's subscription
agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by
the Participant as provided in Section 10 hereof.
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6.5 At the time the purchase right is exercised, in whole or
in part, or at the time some or all of the Company's Common Stock
issued under the Plan is disposed of, the Participant must make
adequate provision for the Company's federal, state, or other tax
withholding obligations, if any, which arise upon the exercise of the
purchase right or the disposition of the Common Stock. At any time, the
Company may, but will not be obligated to, withhold from the
Participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required
to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the
Employee.
7. Grant of Purchase Right
On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted a
purchase right to purchase on the Exercise Date of such Offering Period
(at the applicable Purchase Price) up to a number of shares of the
Company's Common Stock determined by dividing such Employee's payroll
deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable
Purchase Price, provided that such purchase shall be subject to the
limitations set forth in Sections 3.2 and 12 hereof. Exercise of the
purchase right shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof, and shall
expire on the last day of the Offering Period.
8. Exercise of Purchase Right
Unless a Participant withdraws from the Plan as provided in
Section 10 hereof, his or her purchase right for the purchase of shares
will be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to his or her purchase right shall be
purchased for such Participant at the applicable Purchase Price with
the accumulated payroll deductions in his or her account. No fractional
shares will be purchased. Any payroll deductions accumulated in a
Participant's account which are not sufficient to purchase a full share
shall be retained in the Participant's account for the subsequent
Offering Period, subject to earlier withdrawal by the Participant as
provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
Participant. During a Participant's lifetime, a Participant's purchase
right to purchase shares hereunder is exercisable only by him or her.
9. Delivery
As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to
each Participant, as appropriate, of a certificate representing the
shares purchased upon exercise of his or her purchase right.
10. Withdrawal
10.1 A Participant may withdraw all, but not less than all,
the payroll deductions credited to his or her account and not yet used
to exercise his or her purchase right under the Plan at any time by
giving written notice to the Company in the form of Exhibit B to
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this Plan. All of the Participant's payroll deductions credited to his
or her account will be paid to such participant promptly after receipt
of notice of withdrawal and such Participant's purchase right for the
Offering Period will be automatically terminated, and no further
payroll deductions for the purchase of shares will be made during the
Offering Period. If a Participant withdraws from an Offering Period,
payroll deductions will not resume at the beginning of the succeeding
Offering Period unless the Participant delivers to the Company a new
subscription agreement.
10.2 Upon a Participant's ceasing to be an Employee (as
defined in Section 2.8 hereof), for any reason, he or she will be
deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such Participant's account during the Offering
Period but not yet used to exercise the purchase right will be returned
to such Participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 14 hereof, and such
participant's purchase right will be automatically terminated.
10.3 A Participant's withdrawal from an Offering Period will
not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in
succeeding Offering Periods which commence after the termination of the
Offering Period from which the Participant withdraws.
11. Interest
No interest shall accrue on the payroll deductions of a Participant in
the Plan.
12. Stock
12.1 The maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall be
50,000 shares, subject to adjustment upon changes in capitalization of
the Company as provided in Section 18 hereof. If on a given Exercise
Date the number of shares with respect to which purchase rights are to
be exercised exceeds the number of shares then available under the
Plan, the Company shall make a pro rata allocation of the shares
remaining available for purchase.
12.2 The Participant will have no interest or voting right in
shares covered by his or her purchase right until such purchase right
has been exercised.
12.3 Shares to be delivered to a participant under the Plan
will be registered in the name of the Participant or in the name of the
Participant and his or her spouse.
13. Administration
13.1 The Plan shall be administered by the Administrator. The
Administrator shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the Administrator
shall, to the full extent permitted by law, be final and binding upon
all parties.
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13.2 Notwithstanding the provisions of Subsection (a) of this
Section 13, in the event that Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision ("Rule 16(b)") provides specific requirements
for the administrators of plans of this type, the Plan shall be only
administered by such body and in such a manner as shall comply with the
applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3,
no discretion concerning decisions regarding the Plan shall be afforded
to person who is not a "non-employee director" as that term is used in
Rule 16b-3.
14. Designation of Beneficiary
14.1 A Participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event of such Participant's
death subsequent to an Exercise Date on which the purchase right is
exercised but prior to delivery to such Participant of such shares and
cash. In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's account
under the Plan in the event of such Participant's death prior to
exercise of the purchase right. If a Participant is married and the
designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective.
14.2 Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of
a Participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such Participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor
or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
15. Transferability
Neither payroll deductions credited to a Participant's account
nor any rights with regard to the exercise of a purchase right or to
receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 14 hereof) by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect except that the Company may treat
such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.
16. Use of Funds
All payroll deductions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
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17. Reports
Individual accounts will be maintained for each Participant in
the Plan. Statements of account will be given to participating
Employees at lease annually, which statements will set forth the
amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization
18.1 Subject to any required action by the stockholders of the
Company, the Reserved Shares as well as the price per share of Common
Stock covered by each purchase right under the Plan which has not yet
been exercised shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease
in the number of shares of Common Stock effected without receipt of
consideration by the Company, provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or priced of shares of Common Stock subject to a purchase right.
18.2. In the event of the proposed dissolution or liquidation
of the Company, the Offering Period will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by
the Board.
18.3 In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or
into another corporation, each purchase right under the Plan shall be
assumed or an equivalent purchase right shall be substituted by such
successor corporation or a parent or subsidiary of such successor
corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new Exercise Date
(the "New Exercise Date") or to cancel each outstanding right to
purchase and refund all sums collected from Participants during the
Offering Period then in progress. If the Board shortens the Offering
Period then in progress in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify each
Participant in writing, at lease ten (10) business days prior to the
New Exercise Date and that his or her purchase right will be exercised
automatically on the New Exercise Date, unless prior to such date he or
she has withdrawn from the Offering Period as provided in Section 10
hereof. For purposes of this paragraph, a purchase right granted under
the Plan shall be deemed to be assumed if, following the sale of assets
or merger, the purchase right confers the right to purchase, for each
share of purchase right stock subject to the purchase right immediately
prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of
assets or merger by holders of Common Stock for each share of Common
Stock held on
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the effective date of the transaction (and if such holders were offered
a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock),
provided, however, that if such consideration received in the sale of
assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code),
the Board may, with the consent of the successor corporation, provide
for the consideration to be received upon exercise of the purchase
right to be solely common stock of the successor corporation or its
parent equal in fair market value to the per share consideration
received by the holders of Common Stock and the sale of assets or
merger.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserved Shares, as
well as the price per share of Common Stock covered by each outstanding
purchase right, in the event the Company effects one or more
reorganizations, recapitalization, rights offerings or other increases
or reductions of shares of its outstanding Common Stock, and in the
event of the Company being consolidated with or merged into any other
corporation.
19. Amendment or Termination
19.1 The Board may at any time and for any reason terminate or
amend the Plan, except that without the approval of the stockholders of
the Company, the Board may not (i) increase the number of shares
available for sale under the Plan (except for permissible adjustments
provided in the Plan), or (ii) materially modify the requirements as to
eligibility for participation in the Plan. Except as provided in
Section 18 hereof, no such termination can affect purchase rights
previously granted. Except as provided in Section 18 hereof, no
amendment may make any change in any purchase right theretofore granted
which adversely affects the rights of any Participant. To the extent
necessary to comply with Rule 16b-3 or under Section 423 of the Code
(or any successor rule or provision or any other applicable law or
regulation), the Company shall obtain stockholder approval in such a
manner and to such a degree as required.
19.2 Without stockholder consent and without regard to whether
any Participant rights may be considered to have been "adversely
affected," the Board or the Administrator shall be entitled to change
the Offering Periods, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a Participant in
order to adjust for delays or mistakes in the Company's processing or
properly completed withholding elections, establish reasonable waiting
and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for
each Participant properly correspond with amounts withheld from the
Participant's Compensation, and establish such other limitations or
procedures as the Board or the Administrator determines in its sole
discretion advisable which are consistent with the Plan.
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20. Notices
All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the
receipt thereof.
21. Conditions Upon Issuance of Shares
Shares shall not be issued with respect to a purchase right
unless the exercise of such purchase right and the issuance and
delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended (the "Securities
Act"), the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance.
As a condition to the exercise of a purchase right, the
Company may require the person exercising such purchase right to
represent and warrant at the time of any such exercise that the shares
are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
22. Effective Date and Term of Plan
22.1 The Plan shall become effective on June 1, 2000, upon the
adoption and approval by the Board, provided no purchase rights granted
under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until (i) the Plan shall have been approved by the
stockholders of the Company on or before May 15, 2000 and (ii) the
Company shall have complied with all applicable requirements of the
Securities Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement
filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange on which the Common Stock is
listed for trading and all other applicable requirements established by
law or regulation. In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months
after the date on which the Plan is adopted by the Board, the Plan
shall terminate and have no further force or effect, and all sums
collected from Participants during the initial Offering Periods
hereunder shall be refunded.
22.2 Unless sooner terminated by the Board, the Plan shall
terminate upon the earlier of (i) May 31, 2005, or (ii) the date on
which all shares available for issuance under the Plan have been sold
pursuant to purchase rights exercised under the Plan. No further
purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following its
termination.
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23. General Provisions
23.1 All costs and expenses incurred in the administration of
the Plan shall be paid by the Company.
23.2 Nothing in the Plan shall confer upon the Participant any
right to continue in the employment of the Company for any period of
specific duration or interfere with or otherwise restrict in any way
the rights of the Company or of the Participant, which rights are
hereby expressly reserved by each, to terminate such person's
employment at any time for any reason, with or without cause.
23.3 The provisions of the Plan shall be governed by the laws
of the State of Delaware, without resort to that state's
conflict-of-laws rules.
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