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EXHIBIT 10.13
VASCULAR SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase Plan
of Vascular Solutions, Inc.
1. Purpose. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the Common Stock of the Company.
(d) "Company" means Vascular Solutions, Inc., a Minnesota corporation.
(e) "Compensation" means regular cash compensation received by an
Employee from the Company or a Designated Subsidiary. By way of
illustration, but not limitation, Compensation includes regular
compensation such as salary, wages, overtime, shift differentials and
commissions, but excludes bonuses, incentive compensation, relocation,
expense reimbursements, tuition or other reimbursements and income realized
as a result of participation in any stock option, stock purchase, or
similar plan of the Company or any Designated Subsidiary.
(f) "Continuous Status as an Employee" means the absence of any
interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of (i) sick
leave; (ii) military leave; (iii) any other leave of absence approved by
the Administrator, provided that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
Company policy adopted from time to time; or (iv) in the case of transfers
between locations of the Company or between the Company and its Designated
Subsidiaries.
(g) "Contributions" means all amounts credited to the account of a
participant pursuant to the Plan.
(h) "Corporate Transaction" means a sale of all or substantially all
of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation, or any
other transaction or series of related transactions in which the Company's
stockholders immediately prior thereto own less than 50% of the voting
stock of the Company (or its successor or parent) immediately thereafter.
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(i) "Designated Subsidiaries" means the Subsidiaries that have been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan; provided however that the Board shall
only have the discretion to designate Subsidiaries if the issuance of
options to such Subsidiary's Employees pursuant to the Plan would not cause
the Company to incur adverse accounting charges.
(j) "Employee" means any person, including an Officer, who is an
Employee for tax purposes and who is customarily employed for at least
twenty (20) hours per week by the Company or one of its Designated
Subsidiaries.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(l) "Offering Date" means the first business day of each Offering
Period of the Plan.
(m) "Offering Period" means a period of twenty-four (24) months
commencing on November 1 and May 1 of each year, except for the first
Offering Period as set forth in Section 4(a).
(n) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(o) "Plan" means this Employee Stock Purchase Plan.
(p) "Purchase Date" means the last day of each Purchase Period of the
Plan.
(q) "Purchase Period" means a period of six (6) months within an
Offering Period, except for the Purchase Periods in the first Offering
Period as set forth in Section 4(b).
(r) "Purchase Price" means with respect to a Purchase Period an amount
equal to 85% of the Fair Market Value (as defined in Section 7(b) below) of
a Share of Common Stock on the Offering Date or on the Purchase Date,
whichever is lower.
(s) "Share" means a share of Common Stock, as adjusted in accordance
with Section 19 of the Plan.
(t) "Subsidiary" means a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the Offering Date of a given
Offering Period shall be eligible to participate in such Offering Period
under the Plan, subject to the requirements of Section 5(a) and the
limitations imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, 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 options to
purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any
subsidiary of the Company, or (ii) if such option would permit his or her
rights to purchase stock under all employee stock purchase plans (described
in Section 423 of the Code) of the Company and its Subsidiaries to accrue
at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of the Fair
Market Value (as
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defined in Section 7(b) below) of such stock (determined at the time such
option is granted) for each calendar year in which such option is
outstanding at any time.
4. Offering Periods and Purchase Periods.
(a) Offering Periods. The Plan shall be generally implemented by a
series of Offering Periods of twenty-four (24) months' duration, with new
Offering Periods (other than the first Offering Period) commencing on or
about May 1 and November 1 of each year (or at such other time or times as
may be determined by the Board of Directors). The first Offering Period
shall commence on the day before the effective date of the Registration
Statement on Form S-1 for the initial public offering of the Company's
Common Stock (the "IPO Date") and continue until April 30, 2002. The Plan
shall continue until terminated in accordance with Section 19 hereof. The
Board of Directors of the Company shall have the power to change the
duration and/or the frequency of Offering Periods with respect to future
offerings without stockholder approval if such change is announced at least
five (5) days prior to the scheduled beginning of the first Offering Period
to be affected.
(b) Purchase Periods. Each Offering Period shall generally consist of
four (4) consecutive purchase periods of six (6) months' duration. The last
day of each Purchase Period shall be the "Purchase Date" for such Purchase
Period. A Purchase Period commencing on May 1 shall end on the next October
31. A Purchase Period commencing on November 1 shall end on the next April
30. The first Offering Period shall have three Purchase Periods. The first
Purchase Period of the first Offering Period shall commence on the IPO Date
and shall end on April 30, 2001, with the second Purchase Period beginning
on May 1, 2001 and ending on October 31, 2001, and the third Purchase
Period beginning on November 1, 2001 and ending on April 30, 2002. The
Board of Directors of the Company shall have the power to change the
duration and/or frequency of Purchase Periods with respect to future
purchases without stockholder approval if such change is announced at least
five (5) days prior to the scheduled beginning of the first Purchase Period
to be affected.
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's Human Resources Department or the stock
brokerage or other financial services firm designated by the Company (the
"Designated Broker") prior to the applicable Offering Date, unless a later
time for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given Offering Period. The
subscription agreement shall set forth the percentage of the participant's
Compensation (subject to Section 6(a) below) to be paid as Contributions
pursuant to the Plan.
(b) Payroll deductions shall commence on the first full payroll
following the Offering Date and shall end on the last payroll paid on or
prior to the last Purchase Period of the Offering Period to which the
subscription agreement is applicable, unless sooner terminated by the
participant as provided in Section 10.
6. Method of Payment of Contributions.
(a) A participant shall elect to have payroll deductions made on each
payday during the Offering Period in an amount not less than one percent
(1%) and not more than ten percent (10%) (or such other percentage as the
Board may establish from time to time before an Offering Date) of such
participant's Compensation on each payday during the Offering Period. All
payroll deductions made by a participant shall be credited to his or her
account under the Plan. A participant may not make any additional payments
into such account, except as provided in Section 11.
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(b) A participant may discontinue his or her participation in the Plan
as provided in Section 10, or, unless otherwise provided by the
Administrator, on one occasion only during a Purchase Period may increase
and on one occasion only during a Purchase Period may decrease the rate of
his or her Contributions with respect to the ongoing Offering Period by
completing and filing with the Company a new subscription agreement
authorizing a change in the payroll deduction rate. The change in rate
shall be effective as of the beginning of the next pay period following the
date of filing of the new subscription agreement, if the agreement is filed
at least ten (10) business days prior to such date and, if not, as of the
beginning of the next succeeding pay period.
(c) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions may be decreased during any Purchase Period scheduled to
end during the current calendar year to 0%. Payroll deductions shall
re-commence at the rate provided in such participant's subscription
agreement at the beginning of the first Purchase Period that is scheduled
to end in the following calendar year, unless terminated by the participant
as provided in Section 10.
7. Grant of Option.
(a) On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option
to purchase on each Purchase Date a number of Shares of the Company's
Common Stock determined by dividing such Employee's Contributions
accumulated prior to such Purchase Date and retained in the participant's
account as of the Purchase Date by the applicable Purchase Price; provided
however that the maximum number of Shares an Employee may purchase during
each Purchase Period shall be 2,000 Shares (subject to any adjustment
pursuant to Section 19 below), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 13 of
this Plan and Section 423 of the Code.
(b) The fair market value of the Company's Common Stock on a given
date (the "Fair Market Value") shall be determined by the Board in its
discretion based on the closing sales price of the Common Stock for such
date (or, in the event that the Common Stock is not traded on such date, on
the immediately preceding trading date), as reported by the National
Association of Securities Dealers Automated Quotation (Nasdaq) National
Market or, if such price is not reported, the mean of the bid and asked
prices per share of the Common Stock as reported by Nasdaq or, in the event
the Common Stock is listed on a stock exchange, the Fair Market Value per
share shall be the closing sales price on such exchange on such date (or,
in the event that the Common Stock is not traded on such date, on the
immediately preceding trading date), as reported in The Wall Street
Journal. For purposes of the Offering Date under the first Offering Period
under the Plan, the Fair Market Value of a share of the Common Stock of the
Company shall be the Price to Public as set forth in the final prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424
under the Securities Act of 1933, as amended.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of Shares will be
exercised automatically on each Purchase Date of an Offering Period, and the
maximum number of full Shares subject to the option will be purchased at the
applicable Purchase Price with the accumulated Contributions in his or her
account. No fractional Shares shall be issued. Any payroll deductions
accumulated in a participant's account that are not sufficient to purchase a
full Share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 below. Any other amounts left over in a
participant's account after a Purchase Date shall be returned to the
participant. The Shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the
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participant on the Purchase Date. During his or her lifetime, a participant's
option to purchase Shares hereunder is exercisable only by him or her.
9. Delivery. Within thirty (30) days after each Purchase Date of each
Offering Period, the number of Shares purchased by each participant upon
exercise of his or her option shall be deposited into an account established in
the participant's name with the Designated Broker.
10. Voluntary Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time
prior to each Purchase Date by giving written notice to the Company or the
Designated Broker, as directed by the Company. All of the participant's
Contributions credited to his or her account will be paid to him or her
promptly after receipt of his or her notice of withdrawal and his or her
option for the current period will be automatically terminated, and no
further Contributions for the purchase of Shares will be made during the
Offering Period.
(b) Upon termination of the participant's Continuous Status as an
Employee prior to the Purchase Date of an Offering Period for any reason,
including retirement or death, the Contributions credited to his or her
account will be returned to him or her or, in the case of his or her death,
to the person or persons entitled thereto under Section 14, and his or her
option will be automatically terminated.
(c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during
the Offering Period in which the employee is a participant, he or she will
be deemed to have elected to withdraw from the Plan and the Contributions
credited to his or her account will be returned to him or her and his or
her option terminated.
(d) A participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering
or in any similar plan that may hereafter be adopted by the Company.
11. Automatic Withdrawal. If the Fair Market Value of the Shares on any
Purchase Date of an Offering Period is less than the Fair Market Value of the
Shares on the Offering Date for such Offering Period, then every participant
shall automatically (i) be withdrawn from such Offering Period at the close of
such Purchase Date and after the acquisition of Shares for such Purchase Period,
and (ii) be enrolled in the Offering Period commencing on the first business day
subsequent to such Purchase Period. Participants shall automatically be
withdrawn as of October 31, 2000 from the Offering Period beginning on the IPO
Date and re-enrolled (with all Contributions carried forward) in the Offering
Period beginning on November 1, 2000 if the Fair Market Value of the Shares on
the IPO Date is greater than the Fair Market Value of the Shares on October 31,
2000, unless a participant notifies the Administrator prior to October 31, 2000
that he or she does not wish to be withdrawn and re-enrolled; and, in connection
therewith, any new participant to the Offering Period beginning on November 1,
2000 may make an additional Contribution up to the maximum amount of any
Contribution carried forward by a participant.
12. Interest. No interest shall accrue on the Contributions of a
participant in the Plan.
13. Stock.
(a) Subject to adjustment as provided in Section 19, the maximum
number of Shares which shall be made available for sale under the Plan
shall be 500,000 Shares, plus an automatic annual increase on the first day
of each of the Company's fiscal years beginning in 2002 and ending in 2010
equal to the lesser of (i) 200,000 Shares, (ii) two percent (2%) of the
Shares outstanding on the last day of the
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immediately preceding fiscal year, or (iii) a lesser amount determined by
the Board. If the Board determines that, on a given Purchase Date, the
number of shares with respect to which options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for
sale under the Plan on the Offering Date of the applicable Offering Period,
or (ii) the number of shares available for sale under the Plan on such
Purchase Date, the Board may in its sole discretion provide (x) that the
Company shall make a pro rata allocation of the Shares of Common Stock
available for purchase on such Offering Date or Purchase Date, as
applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Purchase Date, and
continue all Offering Periods then in effect, or (y) that the Company shall
make a pro rata allocation of the shares available for purchase on such
Offering Date or Purchase Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common
Stock on such Purchase Date, and terminate any or all Offering Periods then
in effect pursuant to Section 20 below. The Company may make pro rata
allocation of the Shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional Shares for issuance under the Plan by the
Company's stockholders subsequent to such Offering Date.
(b) The participant shall have no interest or voting right in Shares
covered by his or her option until such option has been exercised.
(c) 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.
14. Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan.
15. Designation of Beneficiary.
(a) A participant may designate 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 the end of a Purchase
Period but prior to delivery to him or her of such Shares and cash. In
addition, a participant may designate 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 the Purchase Date of an Offering Period. If a
participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
Beneficiary designations under this Section 15(a) shall be made as directed
by the Company's Human Resources Department.
(b) Such designation of beneficiary may be changed by the participant
(and his or her spouse, if any) 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.
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16. Transferability. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option 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 15) 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 in
accordance with Section 10.
17. Use of Funds. All Contributions 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 Contributions.
18. Reports. Individual accounts will be maintained for each participant in
the Plan. Statements of account will be provided to participating Employees by
the Company or the Designated Broker at least annually, which statements will
set forth the amounts of Contributions, the per Share Purchase Price, the number
of Shares purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization; Corporate Transactions.
(a) Adjustment. Subject to any required action by the stockholders of
the Company, the number of Shares covered by each option under the plan
that has not yet been exercised and the number of Shares that have been
authorized for issuance under the Plan but have not yet been placed under
option (collectively, the "Reserves"), as well as the maximum number of
shares of Common Stock that may be purchased by a participant in a Purchase
Period, the number of shares of Common Stock set forth in Section 13(a)(i)
above, and the price per Share of Common Stock covered by each option under
the Plan that has not yet been exercised, shall be proportionately adjusted
for any increase or decrease in the number of issued Shares resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock (including any such change in the
number of Shares of Common Stock effected in connection with a change in
domicile of the Company), or any other increase or decrease in the number
of Shares 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 issue 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 price of Shares subject to an option.
(b) Corporate Transactions. In the event of a dissolution or
liquidation of the Company, any Purchase Period and Offering Period then in
progress will terminate immediately prior to the consummation of such
action, unless otherwise provided by the Board. In the event of a Corporate
Transaction, each option outstanding under the Plan shall be assumed or an
equivalent option shall be substituted by the successor corporation or a
parent or Subsidiary of such successor corporation. In the event that the
successor corporation refuses to assume or substitute for outstanding
options, each Purchase Period and Offering Period then in progress shall be
shortened and a new Purchase Date shall be set (the "New Purchase Date"),
as of which date any Purchase Period and Offering Period then in progress
will terminate. The New Purchase Date shall be on or before the date of
consummation of the transaction and the Board shall notify each participant
in writing, at least ten (10) days prior to the New Purchase Date, that the
Purchase Date for his or her option has been changed to the New Purchase
Date and that his or her option will be exercised automatically on the New
Purchase Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. For purposes of this Section 19,
an option granted under the Plan shall be deemed to be assumed, without
limitation, if, at the time of issuance of the stock or other consideration
upon a Corporate Transaction, each holder of an option under
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the Plan would be entitled to receive upon exercise of the option the same
number and kind of shares of stock or the same amount of property, cash or
securities as such holder would have been entitled to receive upon the
occurrence of the transaction if the holder had been, immediately prior to
the transaction, the holder of the number of Shares of Common Stock covered
by the option at such time (after giving effect to any adjustments in the
number of Shares covered by the option as provided for in this Section 19);
provided however that if the consideration received in the transaction is
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 option to be solely common stock of the successor
corporation or its parent equal in Fair Market Value to the per Share
consideration received by holders of Common Stock in the transaction.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the
price per Share of Common Stock covered by each outstanding option, in the
event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of
Shares of its outstanding Common Stock, and in the event of the Company's
being consolidated with or merged into any other corporation.
20. Amendment or Termination.
(a) The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 19, no such termination of the Plan
may affect options previously granted, provided that the Plan or an
Offering Period may be terminated by the Board on a Purchase Date or by the
Board's setting a new Purchase Date with respect to an Offering Period and
Purchase Period then in progress if the Board determines that termination
of the Plan and/or the Offering Period is in the best interests of the
Company and the stockholders or if continuation of the Plan and/or the
Offering Period would cause the Company to incur adverse accounting charges
as a result of a change after the effective date of the Plan in the
generally accepted accounting rules applicable to the Plan. Except as
provided in Section 19 and in this Section 20, no amendment to the Plan
shall make any change in any option previously granted that adversely
affects the rights of any participant. In addition, to the extent necessary
to comply with Rule 16b-3 under the Exchange Act, or under Section 423 of
the Code (or any successor rule or provision or any applicable law or
regulation), the Company shall obtain stockholder approval in such a manner
and to such a degree as so required.
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the
Board (or its committee) shall be entitled to change the Offering Periods
and Purchase Periods, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, 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 of 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 its committee) determines in its sole
discretion advisable that are consistent with the Plan.
21. 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.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply
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with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, applicable state securities laws 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 an option, the Company may require the
person exercising such option 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.
23. Term of Plan; Effective Date. The Plan shall become effective upon the
IPO Date. If the Plan is not approved by the shareholders prior to April 30,
2001, all Contributions will be returned to each participant without interest
and the Plan will be terminated. The Plan shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 20 or this Section 23.
24. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of Shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the Shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
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