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THE METZLER GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
The purpose of The Metzler Group, Inc. Employee Stock Purchase Plan is to
provide eligible Employees of The Metzler Group, Inc. and its Affiliates with an
opportunity to acquire a proprietary interest in the Company through the
purchase of Common Stock of the Company on a payroll deduction basis. It is
believed that participation in the ownership of the Company will be to the
mutual benefit of the eligible Employees and the Company. It is intended that
this Plan shall constitute an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986, as amended. The provisions
of the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of Code Section 423.
2. DEFINITIONS
Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Plan, have the following meanings. Wherever
appropriate, words used in the singular shall be deemed to include the plural
and vice versa, and the masculine gender shall be deemed to include the feminine
gender.
(a) Account means the funds accumulated with respect to an Employee as a
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result of deductions from his paycheck for the purpose of purchasing Common
Stock under the Plan. The funds allocated to an Employee's Account shall
remain the property of the Employee at all times prior to the purchase of
the Common Stock, but may be commingled with the assets of the Company and
used for general corporate purposes. No interest shall be paid or accrued
on any funds accumulated in the Accounts of Employees.
(b) Affiliate means a corporation, as defined in Section 424(f) of the
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Code, that is a parent or subsidiary of the Company, direct or indirect.
(c) Board means the Board of Directors of the Company.
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(d) Code means the Internal Revenue Code of 1986, as amended.
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(e) Committee means the committee to which the Board delegates the power
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to act under or pursuant to the provisions of the Plan, or the Board if no
committee is selected.
(f) Common Stock means the shares of common stock of the Company, $.01 par
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value.
(g) Company means The Metzler Group, Inc., a Delaware corporation, and any
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corporate successor to all or substantially all of the assets or voting
stock of the Company.
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(h) Compensation means the compensation paid to an Employee by the Company
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during a payroll period for federal income tax purposes, as reported on an
Employee's Form W-2 (or comparable reporting form) for income tax
withholding purposes.
(i) Effective Date means the date the Plan is adopted by, and made
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effective by, the Board, subject to the limitations of Section 16.
(j) Employee means any person except Officers who is employed by the
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Company or an Affiliate on a regular full-time basis. A person shall be
considered employed on a regular full-time basis if he is customarily
employed for more than twenty (20) hours per week.
(k) Offering Date means the date on which the Committee grants Employees
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the option to purchase shares of Common Stock.
(l) Offering Period means the period between the Offering Date and the
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Purchase Date.
(m) Purchase Date means the date on which the Committee purchases the
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shares of Common Stock, which date shall be the last day of an Offering
Period.
(n) Participant means an Employee who elects to participate in the Plan.
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(o) Plan means The Metzler Group, Inc. Employee Stock Purchase Plan.
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3. ELIGIBILITY
All Employees except Officers of the Company and, if designated by the Board,
any Affiliate, who are employed by the Company and/or such designated Affiliate
on the Effective Date, shall be eligible to participate in the Plan on the
Effective Date. Subject to the enrollment limitations of Section 6, each other
Employee of the Company and/or a designated Affiliate shall be eligible to
participate on the first to occur of (i) the Offering Date coincident with or
next following the Employee's first day of employment, or (ii) the first day of
any calendar month coincident with or next following the Employee's first day of
employment.
4. ADMINISTRATION
The Plan shall be administered by the Committee, which shall consist of not less
than two (2) members of the Board. Subject to the provisions of the Plan, the
Committee shall be vested with full authority to make, administer, and interpret
such rules and regulations as it deems necessary to administer the Plan, and any
determination, decision, or action of the Committee in connection with the
construction, interpretation, administration, and application of the Plan shall
be final, conclusive, and binding upon all Participants and any and all persons
claiming under or through any Participant. Notwithstanding anything to the
contrary in the Plan, the Committee shall have the discretion to modify the
terms of the Plan with respect to Participants who reside outside of the United
States or who are employed by a subsidiary of the Company that has been formed
under the laws of any foreign country, if such modification is necessary in
order to conform such terms to the requirements of local laws.
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5. STOCK
(a) The Common Stock to be sold to Participants under the Plan may, at the
election of the Company, be either treasury shares, shares acquired on the
open market, and/or shares originally issued for such purpose. The
aggregate number of shares of Common Stock that shall be made available for
purchase under the Plan shall not exceed three hundred thousand (300,000)
shares, subject to adjustment upon changes in capitalization of the Company
as provided in subparagraph (b) below. If the total number of shares that
otherwise would have been acquired under the Plan on any Purchase Date
exceeds the number of shares of Common Stock then available under the Plan,
the Company shall make a pro rata allocation of the shares remaining
available in as nearly a uniform manner as shall be practicable and as it
shall determine to be equitable. In such event, the payroll deductions to
be made pursuant to the Participants' authorizations shall be reduced
accordingly, or refunded to the Participants, as the case may be, and the
Company shall give written notice of such reduction or refund to each
affected Participant.
(b) Appropriate adjustments in the aggregate number of shares of Common
Stock that shall be made available for purchase under the Plan shall be
made to give effect to any mergers, consolidations, acquisitions,
reorganizations, stock splits, stock dividends, or other relevant changes
in the capitalization of the Company occurring after the Effective Date.
The establishment of the Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations, or changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate, sell, or otherwise transfer all or
any part of its business or assets. Adjustments under this Section 5 shall
be made in the sole discretion of the Committee, and its decision shall be
binding and conclusive.
(c) A Participant shall not have any interest in shares covered by his
authorized payroll deduction until shares of Common Stock are acquired for
his Account.
6. PARTICIPATION
(a) Each Employee may become a Participant in the Plan by authorizing a
payroll deduction on a form provided by the Committee. Such authorization
shall become effective on the first day of the month (or the next Offering
Date, if earlier) following the delivery of the authorization form to the
Committee; provided (i) that the Employee is eligible under Section 3 to
participate in the Plan on such day and (ii) that if the authorization form
is delivered to the Committee less than fifteen (15) days prior to the end
of any month (or prior to an Offering Date, if applicable), it shall become
effective on the first day of the month that is fifteen (15) or more days
following delivery of the authorization form to the Committee.
(b) At the time an Employee files his authorization for a payroll
deduction, he shall elect to have deductions made from each paycheck that
he receives, such deductions to continue until the Participant withdraws
from the Plan or otherwise becomes ineligible to participate in the Plan.
Authorized payroll deductions shall be for a minimum of one
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percent (1%) and a maximum of fifteen percent (15%) of the Participant's
Compensation. The deduction rate so authorized shall continue in effect
through the Offering Period and each succeeding Offering Period, except to
the extent such rate is changed in accordance with the following
guidelines:
(i) The Participant may, at any time during any Offering Period,
reduce his rate of payroll deduction by filing an authorization form
with the Company; and
(ii) The Participant may, at any time during any Offering Period,
increase the rate of his payroll deduction by filing an authorization
form with the Committee. The Participant may not, however, effect more
than one (1) such increase per Offering Period.
New deduction rates shall become effective as soon as practicable after the
authorization form is filed with the Committee.
(c) All Compensation deductions made for a Participant shall be credited
to his Account. Except as may otherwise be provided by the Committee under
Section 4, a Participant may not make any separate cash payment into his
Account.
7. PURCHASE OF SHARES
(a) On the date when a Participant's authorization form for a deduction
becomes effective, and on each Offering Date thereafter, he shall be deemed
to have been granted an option to purchase as many full shares of Common
Stock as he will be able to purchase with the Compensation deductions
credited to his Account during the payroll periods within the applicable
Offering Period for which the Compensation deductions are made. In addition
to the foregoing, any cash dividends paid on shares of Common Stock held in
his Account shall be added to the Account, and used to purchase Common
Stock as otherwise provided herein.
(b) The purchase price for the shares of Common Stock to be purchased with
payroll deductions from the Participant shall be equal to eighty-five
percent (85%) of the lesser of (i) the "fair market value" of a share of
Common Stock on the Offering Date (or, if later, on the date the
Participant's authorization form becomes effective, as set forth in Section
6), or (ii) the "fair market value" of a share on the Purchase Date.
However, if a Participant enters the Plan on other than the Offering Date,
the clause (i) amount shall in no event be less than the fair market value
per share of Common Stock on the Offering Date. Fair market value shall be
defined as the closing sales price of the Common Stock on the largest
national securities exchange on which such Common Stock is listed at the
time the Common Stock is to be valued. If the Common Stock is not then
listed on any such exchange, the fair market value shall be the closing
sales price if such is reported or otherwise the mean between the closing
"Bid" and the closing "Ask" prices, if any, as reported in the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") for
the date of valuation, or if none, on the most recent trade date thirty
(30) days or less prior to the date of valuation for which such quotations
are reported. If the Common Stock is not then listed on any such exchange
or quoted in NASDAQ, the
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fair market value shall be the mean between the average of the "Bid" and
the average of the "Ask" prices, if any, as reported in the National Daily
Quotation Service for the date of valuation, or, if none, for the most
recent trade date thirty (30) days or less prior to the date of valuation
for which such quotations are reported. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in
good faith by the Committee.
8. TIME OF PURCHASE
From time to time, the Committee shall grant to each Participant an option to
purchase shares of Common Stock in an amount equal to the number of shares of
Common Stock that the accumulated payroll deductions to be credited to his
Account during the Offering Period may purchase at the applicable purchase
price. Each Offering Period shall be for a specified period of time to be fixed
by the Committee and shall be for no less than one month and no more than
twenty-seven (27) months' duration. Each Participant who elects to purchase
shares of Common Stock hereunder shall be deemed to have exercised his option
automatically on such date of purchase. Administrative and commission costs on
purchases shall be paid by the Company. The Committee shall cause to be
delivered periodically to each Participant a statement showing the aggregate
number of shares of Common Stock in his Account, the number of shares of Common
Stock purchased for him in the preceding Offering Period, his aggregate
Compensation deductions for the preceding Offering Period, the price per share
paid for the shares of Common Stock purchased for him during the preceding
Offering Period, and the amount of cash, if any, remaining in his Account at the
end of the preceding Offering Period.
A Participant may request delivery to him of the cash in his Account or of the
shares of Common Stock held in his Account at any time (subject to any
limitations imposed by Section 16(b) of the Securities Exchange Act of 1934),
and the delivery thereof shall be made at such regular time as the Company or
its transfer agent shall determine. If such delivery is required at a time
other than the normal transfer date set by the Company or its transfer agent,
the Participant requesting such transfer shall pay the costs thereof. All of
the cash deposits in his Account shall be paid to him promptly after receipt of
notice of withdrawal, without interest. Shares of Common Stock to be delivered
to a Participant under the Plan shall be registered in the name of the
Participant or, if the Participant so directs in writing to the Committee, in
the name of the Participant and such person(s) as may be designated by the
Participant, to the extent permitted by applicable law, and delivered to the
Participant as soon as practicable after the request for a withdrawal. If a
Participant wishes to sell the shares of Common Stock in his Account, he may
notify the Committee to sell the same, in lieu of a distribution, of such
shares, in which event all commission costs incurred in connection with the sale
of the shares of Common Stock shall be borne by the Participant. The Company
shall pay administrative costs associated therewith other than costs arising
from a sale occurring at a time different from the prearranged dates set by the
Company or its transfer agent for making such sales.
9. CESSATION OF PARTICIPATION
A Participant may cease participation in the Plan at any time by notifying the
Committee in writing of his intent to cease his participation. If such notice
is received by the Committee the Company shall distribute to the Participant all
of his accumulated payroll deductions, without
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interest. If any Participant ceases participation in the Plan, no further
Compensation deductions shall be made on his behalf after the effective date of
his cessation, except in accordance with a new authorization form filed with the
Committee as provided in Section 6.
10. INELIGIBILITY
An Employee must be employed by the Company or an Affiliate on the Purchase Date
in order to participate in the purchase for that Offering Period. If an option
expires without first having been exercised, all funds credited to the
Participant's Account shall be refunded without interest. If a Participant
becomes ineligible to participate in the Plan at any time, all Compensation
deductions made on behalf of the Participant that have not been used to purchase
shares of Common Stock shall be paid to the Participant within sixty (60) days
after the Committee determines that the Participant is not eligible to
participate in the Plan.
11. DESIGNATION OF BENEFICIARY
A Participant may file a written designation of a beneficiary who shall receive
any shares of Common Stock (or remaining Compensation deductions) credited to
the Participant's Account under the Plan in the event of such Participant's
death prior to delivery to him of the certificates for such shares (or remaining
Compensation deductions). The designation of a beneficiary may be changed by
the Participant at any time by written notice given in accordance with rules and
procedures established by the Committee. Upon the death of a Participant, and
upon receipt by the Company of proof of the identity and existence, at the
Participant's death, of a beneficiary validly designated by him under the Plan,
the Company shall deliver such shares of Common Stock (or remaining Compensation
deductions) to such beneficiary. In the event of the death of the 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 (or remaining Compensation deductions) to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has
been appointed, the Company, in its sole discretion, may deliver such shares (or
remaining Compensation deductions) to the Participant's spouse or to any one or
more dependents or relatives of the Participant, or to such other person or
persons as the Company may designate on behalf of the estate of such deceased
Participant.
12. TRANSFERABILITY
Neither Compensation deductions credited to a Participant's Account nor any
rights with regard to Plan participation or the right to purchase shares of
Common Stock under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way by a Participant other than by will or the laws of
descent and distribution; provided, however, that shares of Common Stock
purchased on behalf of a Participant and left in his Account shall be subject to
his absolute control. Any attempted assignment, transfer, pledge, or other
disposition shall be void and without effect.
13. AMENDMENT OR TERMINATION
The Board may, without further action on the part of the stockholders of the
Company, at any time amend the Plan in any respect, or terminate the Plan,
except that the Board may not, without consent of the stockholders:
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(a) Permit the sale of more shares of Common Stock than are authorized
under Section 5;
(b) Permit Compensation deductions at a rate in excess of the rate set
forth herein;
(c) Change the class of Affiliates to whose Employees are eligible to
participate in the Plan; or
(d) Effect a change inconsistent with Section 423 of the Code or the
regulations issued thereunder.
14. NOTICES
All notices or other communications by a Participant under or in connection with
the Plan shall be deemed to have been duly given when received in writing by the
Chief Financial Officer of the Company or when received in the form specified by
the Committee at the location and by the person designated by the Committee for
the receipt thereof.
15. LIMITATIONS
Notwithstanding any other provisions of the Plan:
(a) The Company intends that this Plan shall constitute an employee stock
purchase plan within the meaning of Section 423 of the Code. Any
provisions required to be included in the Plan under said Section, and
under regulations issued thereunder, are hereby included as though set
forth in the Plan at length.
(b) No Employee shall be entitled to participate in the Plan if,
immediately after the grant of an option hereunder, the Employee would own
stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or an Affiliate. For
purposes of this Section 15, stock ownership shall be determined under the
rules of Section 424(d) of the Code and stock that the Employee may
purchase under outstanding options shall be treated as stock owned by the
Employee.
(c) No Employee shall be permitted to purchase Common Stock hereunder if
his right and option to purchase Common Stock under this Plan and under all
other employee stock purchase plans (as defined in Section 423 of the Code)
of the Company or any Affiliates would result in an entitlement to purchase
Common Stock in any one (1) calendar year in excess of a fair market value
of $25,000 (determined at the time of grant).
(d) All Employees shall have the same rights and privileges under the
Plan, except that the amount of Common Stock that may be purchased pursuant
to the Plan shall bear a uniform relationship to an Employee's
Compensation. All rules and determinations of the Committee shall be
uniformly and consistently applied to all persons in similar circumstances.
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(e) Nothing in the Plan shall confer upon any Employee the right to
continue in the employment of the Company or any Affiliate or affect the
right that the Company or any Affiliate may have to terminate the
employment of such Employee.
(f) No Participant shall have any right as a stockholder unless and until
certificates for shares of Common Stock are issued to him or allocated to
his Account.
(g) If under any provision of the Plan that requires a computation of the
number of shares of Common Stock to be purchased, the number so computed is
not a whole number of shares of Common Stock, such number of shares of
Common Stock shall be rounded down to the next whole number.
(h) The Plan is intended to provide shares of Common Stock for investment
and not for resale. The Company does not, however, intend to restrict or
influence any Participant in the conduct of his own affairs. A Participant,
therefore, may sell shares of Common Stock purchased under the Plan at any
time he chooses, subject to compliance with any applicable federal or state
securities laws or any applicable Company restriction periods; provided,
however, that because of certain federal tax requirements, each Participant
shall agree, by entering the Plan:
(i) promptly to give the Company notice of any shares of Common
Stock disposed of within two (2) years after the date of grant of the
applicable option, or within one (1) year of the Purchase Date, and
the number of such shares disposed of (a "disqualifying disposition");
(ii) that the Company may withhold, pursuant to Code (S)(S) 3102,
3301, and 3402, from his wages and other cash compensation paid to him
in all payroll periods following in the same calendar year, any
additional taxes the Company may become liable for in respect of
amounts includable in his income as additional compensation as a
result of a disqualifying disposition of Common Stock acquired under
the Plan, or as a result of the acquisition of Common Stock under the
Plan; and
(iii) that he shall repay the Company any amount of additional taxes
the Company may become liable for in respect of amounts includable in
his income as additional compensation as a result of a disqualifying
disposition of Common Stock acquired under the Plan, or as a result of
the acquisition of Common Stock under the Plan, that cannot be
satisfied by withholding from the wages and other cash compensation
paid to him by the Company.
(i) This Plan is intended to comply in all respects with applicable law
and regulations, including with respect to Participants who are officers or
directors for purposes of Section 16 of the Securities Exchange Act of
1934, as amended from time to time, Rule 16b-3 of the Securities and
Exchange Commission. In case any one or more provisions of this Plan shall
be held invalid, illegal, or unenforceable in any respect under applicable
law and regulation (including Rule 16b-3), the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected
or impaired
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thereby and the invalid, illegal, or unenforceable provision shall be
deemed null and void; however, to the extent permitted by law, any
provision that could be deemed null and void shall first be construed,
interpreted, or revised retroactively to permit this Plan to be construed
in compliance with all applicable law (including Rule 16b-3), so as to
further the intent of this Plan. Notwithstanding anything herein to the
contrary, with respect to Participants who are officers and directors for
purposes of Section 16(b) of the Securities Exchange Act of 1934, as
amended from time to time, and if required to comply with the rules
promulgated thereunder, such Participants shall not be permitted to direct
the sale of any Common Stock purchased hereunder until at six (6) months
have elapsed from the date of a purchase hereunder, unless the Committee
determines that the sale of the Common Stock otherwise satisfies the then
current Rule 16b-3 requirements.
16. EFFECTIVE DATE AND APPROVALS
The Plan shall become effective at a time when:
(a) the Plan has been adopted by the Board; and
(b) a registration statement on Form S-8 under the Securities Act of 1933,
as amended, has become effective with respect to the Plan; and
(c) the Committee has notified the eligible Employees that they may
commence participation in the Plan; and
(d) the Plan is approved by the holders of a majority of the outstanding
shares of Common Stock of the Company, which approval must occur within the
period ending twelve (12) months after the date the Plan is adopted by the
Board. In the event such stockholder approval is not obtained, the Plan
shall terminate and have no further force or effect, and all amounts
collected from the Participants during any initial Offering Period(s)
hereunder shall be refunded.
Unless sooner terminated by the Board, or as set forth above, the Plan shall
terminate upon the earlier of (i) the tenth (10th) anniversary of the adoption
of the Plan by the Board, or (ii) the date on which all shares available for
issuance under the Plan shall have been sold under the Plan.
17. APPLICABLE LAW
All questions pertaining to the validity, construction, and administration of
the Plan shall be determined in conformity with the laws of Illinois, to the
extent not inconsistent with Section 423 of the Code and the regulations
thereunder.
Adopted the 14th day of March, 1997.
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FIRST AMENDMENT TO
THE METZLER GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective October 1, 1997 as follows:
1. Section 8 shall be amended to add the following sentence to the second
paragraph thereof:
"If, within two (2) years of an Offering Date or within one (1) year of the
Purchase Date associated with such Offering Date, the Participant requests
delivery to him of the shares of Common Stock held in his Account and
purchased during such Offering Period, or otherwise notifies the Committee
to sell such associated shares of Common Stock held in his Account, the
Participant shall be required to cease participation in the Plan effective
as of the date of such request or notification. The Participant may
recommence participation in the Plan thereafter in accordance with Section
9 of the Plan."
2. Section 9 of the Plan shall be amended to add the following sentence:
"After ceasing participation in the Plan, as required under Section 8
hereof, a Participant may reenter the Plan no earlier than the Offering
Date that is coincident with or next follows the six (6) month anniversary
of the date such cessation became effective."
IN WITNESS WHEREOF, the Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 22/nd/ day of September,
1997.
The Metzler Group, Inc., a Delaware corporation
By: ____________________________
Its:____________________________
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SECOND AMENDMENT TO
THE METZLER GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective October1, 1997 as follows:
1. Section 2(j) of the Plan shall be amended in its entirety to change the
definition of "Employee" to read ad follows:
"Employee means any person who is employed by the Company or an Affiliate
on a regular full-time basis. A person shall be considered employed on a
regular full-time basis if he is customarily employed for more than twenty
(20) hours per week."
2. Section 3 of the Plan shall be amended in its entirety to change the
paragraph entitled "Eligibility" to read as follows:
"All employees except those individuals listed on Exhibit A, Section 16
Individuals, of the Insider Trading and Tipping Policy of The Metzler
Group, Inc. shall be eligible to participate in the Plan on the Effective
Date. Subject to the enrollment limitations of Section 6, each other
Employee of the Company shall be eligible to participate on the first to
occur of (i) the Offering Date coincident with or next following the
Employee's first day of employment, or (ii) the first day of any calendar
month coincident with or next following the Employee's first day of
employment."
IN WITNESS WHEREOF, the Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 1/st/ day of October, 1997.
The Metzler Group, Inc., a Delaware corporation
By: ____________________________________
Its:____________________________________
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THIRD AMENDMENT TO
THE METZLER GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective September 15, 1998 as follows:
1. Section 3 ("Eligibility") shall be amended to read ad follows:
"All Employees, except those individuals listed on Exhibit A, Section 16
Individuals, of the Insider Trading and Tipping Policy of The Metzler
Group, Inc., shall be eligible to participate in the Plan on the Effective
Date. Subject to the enrollment limitations of Section 6, each other
Employee of the Company and/or an Affiliate shall be eligible to
participate on the Offering Date coincident with or next following the
Employee's first day of employment."
2. Section 6(a) ("Participation") shall be amended to read as follows:
"Each Employee may become a Participant in the Plan by authorizing a
payroll deduction on a form provided by the Committee. Such authorization
shall become effective on the next Offering Date following the delivery of
the authorization form to the Committee; provided (i) that the Employee is
eligible under Section 3 to participate in the Plan on such day and (ii)
that if the authorization form is delivered to the Committee less than
fifteen (15) days prior to the Offering Date, it shall become effective on
the next Offering Date that is fifteen (15) or more days following delivery
of the authorization form to the Committee. The Committee may, in its
discretion, waive such fifteen (15) day delivery period for Employees of
newly-acquired Affiliates."
3. Section 7(b) ("Purchase of Shares") shall be amended to read as
follows:
"The purchase price for the shares of Common Stock to be purchased with
payroll deductions from the Participant shall be equal to eighty-five
percent (85%) of the lesser of (i) the "fair market value" of a share of
Common Stock on the Offering Date (or, if later, on the date the
Participant's authorization form becomes effective, as set forth in Section
6), or (ii) the "fair market value" of a share on the Purchase Date. Fair
market value shall be defined as the closing sales price of the Common
Stock on the largest national securities exchange on which such Common
Stock is listed at the time the Common Stock is to be valued. If the Common
Stock is not then listed on any such exchange, the fair market value shall
be the closing sales price if such is reported or otherwise the mean
between the closing "Bid" and the closing "Ask" prices, if any, as reported
in the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") for the date of valuation, or if none, on the most recent
trade date thirty (30) days or less prior to the date of valuation for
which such quotations are reported. If the Common Stock is not then listed
on any such exchange or quoted in NASDAQ, the fair market value shall be
the mean between the average of the "Bid" and the
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average of the "Ask" prices, if any, as reported in the National Daily
Quotation Service for the date of valuation, or, if none, for the most
recent trade date thirty (30) days or less prior to the date of valuation
for which such quotations are reported. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in
good faith by the Committee."
4. Section 9 ("Cessation of Participation") shall be amended to read as
follows:
"A Participant may cease participation in the Plan at any time by notifying
the Committee in writing of his intent to cease his participation. If such
notice is received by the Committee, the Company shall distribute to the
Participant all of his accumulated payroll deductions, without interest.
If any Participant ceases participation in the Plan, no further
Compensation deductions shall be made on his behalf after the effective
date of his cessation, except in accordance with a new authorization form
filed with the Committee as provided in Section 6. Notwithstanding
anything herein contained to the contrary, if a Participant ceases
participation in the Plan, as required under Section 8 hereof, he shall not
be eligible to again participate in the Plan until the next Offering Date
that is coincident with or next follows the expiration of two (2) full
Offering Periods following the date such participation ceased."
IN WITNESS WHEREOF, the Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 15/th/ day of September,
1998.
The Metzler Group, Inc., a Delaware corporation
By: ____________________________________
Its:____________________________________
13
<PAGE>
FOURTH AMENDMENT TO
THE NAVIGANT CONSULTING, INC.
EMPLOYEE STOCK PURCHASE PLAN
The Navigant Consulting, Inc. Employee Stock Purchase Plan (the "Plan") is
hereby amended, effective February 15, 2000 as follows:
1. Section 6(a) ("Participation") shall be amended to read ad follows:
"Each Employee may become a Participant in the Plan by authorizing a
payroll deduction on a form provided by the Committee. Such authorization
shall become effective on the next Offering Date following the delivery of
the authorization form to the Committee; provided (i) that the Employee is
eligible under Section 3 to participate in the Plan on such day and (ii)
that if the authorization form is delivered to the Committee less than
fifteen (15) days prior to the Offering Date, it shall become effective on
the next Offering Date that is fifteen (15) or more days following delivery
of the authorization form to the Committee. Notwithstanding the foregoing,
the Committee may allow an Employee's authorization of such payroll
deduction pursuant to this Section 6(a) to become effective at a selected
time or times during an Offering Period, provided such allowance is applied
uniformly to all Employees."
2. Section 6(b) ("Participation") shall be amended to read as follows:
"At the time an Employee files his authorization for a payroll deduction,
he shall elect to have deductions made from each paycheck that he receives,
such deductions to continue until the Participant withdraws from the Plan
or otherwise becomes ineligible to participate in the Plan. Authorized
payroll deductions shall be for a minimum of one percent (1%) and a maximum
of fifteen percent (15%) of the Participant's Compensation. The deduction
rate so authorized shall continue in effect through the Offering Period and
each succeeding Offering Period, except to the extent such rate is changed
in accordance with the following guidelines:
(i) The Participant may, at any time during any Offering Period,
reduce his rate of payroll deduction by filing an authorization
form with the Company; and
(ii) The Participant may, at any time during any Offering Period,
increase the rate of his payroll deduction by filing an
authorization form with the Committee.
New deduction rates shall become effective as soon as practicable after the
authorization form is filed with the Committee."
IN WITNESS WHEREOF, Navigant Consulting, Inc. has caused this Amendment to
be executed by its officer hereto duly authorized this 15th day of February,
2000.
Navigant Consulting, Inc.
By: ____________________________________
Its:____________________________________
<PAGE>
FIFTH AMENDMENT TO THE
METZLER GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
The Metzler Group, Inc. Employee Stock Purchase Plan (the `` Plan'' ) is
hereby amended effective November 30, 2000, subject to shareholder approval, as
follows:
1. Subsection (g) of Section 2 will be amended in its entirety to change
the definition of "Company" to read as follows:
"'Company' means Navigant Consulting, Inc., a Delaware corporation, and any
successor thereto."
2. Subsection (o) of Section 2 will be amended in its entirety to change
the name of "Plan" to read as follows:
"'Plan' means the "Navigant Consulting, Inc. Employee Stock Purchase Plan."
3. The second sentence of Subsection (a) of Section 5, "Stock," will be
deleted in its entirety and substituted with the following:
"The aggregate number of shares of Common Stock that will be made available
for purchase under the Plan will not exceed 750,000 shares of Common Stock,
plus an annual increase to be added each January 1 in an amount equal to
the lesser of (i) 500,000 shares of Common Stock or (ii) 1.2% of the issued
and outstanding shares of Common Stock; provided, however, that the
aggregate number of shares of Common Stock available will be subject to
adjustment upon changes in capitalization of the Company as provided in
Subsection B below."
4. The first sentence of Subsection (a) of Section 7, "Purchase of
Shares," will be deleted in its entirety and substituted with the following:
"On the date when a Participant's authorization form for a deduction
becomes effective, and on each Offering Date thereafter, he shall be deemed
to have been granted an option to purchase as many full shares of Common
Stock as he will be able to purchase with the Compensation deductions
credited to his Account during the payroll periods within the applicable
Offering Period for which the Compensation deductions are made, subject to
the limit set forth in Subsection J of Section 15."
5. The first sentence of Section 8, "Time of Purchase," will be deleted in
its entirety and substituted with the following:
"From time to time, the Committee shall grant to each Participant an option
to purchase shares of Common Stock in an amount equal to the number of
shares of Common Stock that the accumulated payroll deductions to be
credited to his Account during the Offering Period may purchase at the
applicable purchase price, subject to the limit set forth in Subsection (j)
of Section 15."
<PAGE>
6. Section 15, "Limitations," will be amended by adding at the end thereof
the following new Subsection (j):
"Notwithstanding anything contained herein to the contrary, the maximum
number of shares of Common Stock that may be purchased by any Employee
during any Purchase Period shall not exceed 7,000, subject to adjustment in
the manner described in Subsection B of Section 5. In the event that the
maximum number of shares of Common Stock is purchased by an Employee during
any Offering Period and cash remains credited to the Employee's account,
such cash shall be delivered as soon as practicable to such Employee."
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of November 30, 2000.
NAVIGANT CONSULTING, INC.
By: _________________________
Its:_________________________
16
