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Exhibit 4.1
GALILEO INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE.
This Employee Stock Purchase Plan (the "Plan") is intended to advance
the interests of Galileo International, Inc. (the "Company") and its
stockholders by allowing employees of the Company and those subsidiaries of the
Company that participate in the Plan the opportunity to purchase shares of the
Company's common stock, par value $.01 per share ("Common Stock"). It is
intended that the Plan will constitute an "employee stock purchase plan" within
the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
SECTION 2. ADMINISTRATION.
(a) The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board") or its
designee. The majority of the Committee shall constitute a quorum, and the
action of (i) a majority of the members of the Committee present at any meeting
at which a quorum is present or (ii) all members acting unanimously by written
consent, shall be the acts of the Committee.
(b) The interpretation and construction by the Committee of any
provision of the Plan or of any subscription to purchase shares of Common Stock
under the Plan shall be final. The Committee may establish any policies or
procedures which in the discretion of the Committee are relevant to the
operation and administration of the Plan and may adopt rules for the
administration of the Plan. The Committee will, from time to time, designate the
subsidiaries (as defined below) of the Company whose employees will be eligible
to participate in the Plan. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
subscription to purchase shares of Common Stock under the Plan. For purposes of
this Plan, the term "subsidiary" has the meaning given to such term under
Section 424(f) of the Code.
SECTION 3. ELIGIBILITY.
Each employee of the Company or of a participating subsidiary of the
Company who has completed any minimum service requirement (not to exceed two
years) that may be specified by the Committee from time to time (an "Eligible
Employee") may subscribe to purchase shares of Common Stock under the terms of
the Plan. Notwithstanding the preceding sentence, no employee may subscribe to
purchase shares of Common Stock on the immediately following Purchase Date (as
defined below) if, immediately after the immediately preceding Subscription Date
(as defined below), such employee would own stock possessing 5 percent 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. For purposes of this paragraph,
stock ownership of an individual shall be determined under the rules of Section
424(d) of the Code.
For purposes of the Plan:
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(a) The term "Subscription Date" means the first business day of each
calendar quarter of the Company during which the Plan is effective. The first
Subscription Date under the Plan will be July 1, 2000.
(b) The term "Purchase Date" means the last business day of the
calendar quarter in which the related Subscription Date occurs.
(c) The term "Participant" means an Eligible Employee who has a
Subscription and Authorization Form (as defined below) in effect. Subject to
Section 6(e), once an Eligible Employee has filed a Subscription and
Authorization Form as directed by the Committee, he or she shall continue to be
a Participant in the Plan on the terms provided in such form until he or she
modifies his or her election on a subsequently filed Subscription and
Authorization Form or until he or she withdraws from the Plan.
SECTION 4. PARTICIPATION.
(a) An Eligible Employee shall evidence his or her agreement to
subscribe for shares of Common Stock by completing a written agreement (the
"Subscription and Authorization Form") provided by the Committee and filing it
as directed by the Committee. A Subscription and Authorization Form shall take
effect as of the Subscription Date immediately following the date such Form is
filed with the Company in accordance with procedures established by the
Committee.
(b) In the Subscription and Authorization Form, an Eligible Employee
shall designate any whole dollar amount to be withheld from such Eligible
Employee's compensation in each pay period and used to purchase shares of Common
Stock on the next Purchase Date, provided that the Committee may establish from
time to time uniform minimum and maximum payroll deductions as a percentage of
compensation (as hereinafter defined) or as a flat amount. For purposes of this
Plan, the term "compensation" means a Participant's earned base pay (including
any contributions made by the Participant to a plan maintained pursuant to Code
Section 401(k) or Section 125), plus pay for overtime, doubletime, shift
differential, Holiday Rotating Day Off, Global Cash Profit Sharing Program,
Holiday Worked Rotating Day Off, commissions, retroactive pay, Lump-Sum Merit
Pay, and Management Incentive Program.
(c) A Participant who withdraws from the Plan may resume subscriptions
for shares of Common Stock under the Plan as of any succeeding Subscription
Date, provided that the Participant completes a new Subscription and
Authorization Form prior to such Subscription Date in accordance with procedures
established by the Committee and is then an Eligible Employee.
SECTION 5. COMMON STOCK.
The stock purchased under the Plan shall be shares of authorized but
unissued Common Stock or shares of Common Stock acquired on the open market.
Subject to the provisions of Section 6(h), the aggregate number of shares which
may be purchased under the Plan shall not exceed 500,000 shares of Common Stock.
In the event that the amount of shares of Common Stock subscribed for in any
quarter exceeds the number of shares of Common Stock available to be purchased
under the Plan, the shares of Common Stock available to be purchased shall be
allocated on a pro rata basis among the subscriptions.
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SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS.
Subscriptions shall be evidenced by a Subscription and Authorization
Form in such form as the Committee shall from time to time approve, provided
that all Participants subscribing to purchase shares of Common Stock shall have
the same rights and privileges (except as otherwise provided in Section 4(b) and
Section 6(d)), and provided further that such subscriptions shall comply with
and be subject to the following terms and conditions:
(a) Purchase Price. The purchase price per share of Common Stock shall
be an amount equal to the lower of (i) eighty-five percent (85%) of the fair
market value per share of the Common Stock on the Subscription Date and (ii)
eighty-five percent (85%) of the fair market value per share of the Common Stock
on the Purchase Date. During such time as the Common Stock is traded on the New
York Stock Exchange, the fair market value per share of Common Stock on any day
shall be the closing price of the Common Stock (as reported in the record of
Composite Transactions for New York Stock Exchange listed securities and printed
in the Wall Street Journal) on such day, or on the next regular business day on
which shares of the Common Stock of the Company shall be traded in the event
that no shares of the Common Stock shall have been traded on the relevant day.
Subject to the foregoing, the Committee shall have full authority and discretion
in fixing the purchase price.
(b) Medium and Time of Payment. The purchase price shall be payable in
cash, pursuant to uniform policies and procedures established by the Committee.
The funds required for such payment will be derived from amounts withheld from a
Participant's compensation and credited to an account established on behalf of
the Participant. A Participant shall have the right at any time to terminate the
withholding from his or her compensation of amounts to be paid toward the
purchase price by filing a Subscription and Authorization Form as directed by
the Committee. Any termination of such withholding will constitute a withdrawal
under Section 3(c) of the Plan. A Participant shall have the right to elect to
obtain a refund (within a reasonable time) of amounts withheld from his or her
compensation prior to such termination, or to have such amounts applied to
purchase shares of Common Stock as of the immediately following Purchase Date,
by filing a Subscription and Authorization Form as directed by the Committee. A
Participant shall have the right to change the amount so withheld, to be
effective as of the immediately following Subscription Date, by filing a
Subscription and Authorization Form as directed by the Committee.
(c) No Interest on Employee Funds. No interest shall accrue on any
amounts withheld from a Participant's compensation.
(d) Accrual Limitation. No subscription shall permit the rights of a
Participant to purchase stock under all "employee stock purchase plans" (as
defined in the Code) of the Company to accrue, under the rules set forth in
Section 423(b)(8) of the Code, at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time of subscription) for each calendar
year.
(e) Termination of Employment. If a Participant ceases to be employed
by the Company or a participating subsidiary before any applicable Purchase
Date, he or she may elect, by filing a Subscription and Authorization Form as
directed by the Committee, to have the amount in his or her account at the time
of termination applied to purchase shares of Common Stock at the applicable
purchase price on the first Purchase Date following such termination. In
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the absence of such an election, the amount credited to his or her account on
the date of termination will be refunded within a reasonable time without
interest.
(f) Transferability. Neither payments credited to a Participant's
account nor any rights to subscribe to purchase shares of Common Stock under the
Plan may be transferred by a Participant except by the laws of descent and
distribution. Any such attempted transfer will be without effect, except that
the Company may treat such act as an election by the Participant to withdraw in
accordance with Section 6(b). Shares of Common Stock may be purchased under the
Plan only by Participants who have legal capacity as determined under applicable
law or, in the event of the Participant's legal incapacity, by his or her
guardian or legal representative acting in a fiduciary capacity on behalf of the
Participant under applicable law or court supervision.
(g) Death and Designation of Beneficiary. A Participant may file with
the Company a written designation of beneficiary with respect to any cash or
stock payable under the Plan and may change such designation of beneficiary at
any time by written notice to the Company.
(h) Adjustments. The Committee may make or provide for such adjustments
in the purchase price and in the number or kind of shares of the Common Stock or
other securities covered by outstanding subscriptions, or specified in the
second sentence of Section 5 of the Plan, as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants that would
otherwise result from (i) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company; (ii) any merger, consolidation, spin-off, split-off, spin-out,
split-up, separation, reorganization, partial or complete liquidation, or other
distribution of assets, issuance of rights or warrants to purchase stock; or
(iii) any other corporate transaction or event having an effect similar to any
of the foregoing. Moreover, in the event of any such transaction or event, the
Committee, in its discretion, may provide in substitution for any or all
outstanding subscriptions under this Plan such alternative consideration as it,
in good faith, may determine to be equitable in the circumstances.
(i) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any Common Stock covered by his or her subscription
until the Purchase Date following payment in full. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date of such purchase, except as provided in Section 6(h) of the Plan.
(j) Fractional Shares. Fractional shares of Common Stock may be
purchased under the Plan and credited to an account for the Participant. The
Company, however, shall have the right to pay cash in lieu of any fractional
shares of Common Stock to be distributed from a Participant's account under the
Plan.
(k) Other Provisions. The Subscription and Authorization Form
authorized under the Plan shall contain such other provisions as the Committee
may deem advisable, including the requirement that a Participant complete and
file a Stock Purchase Agreement as directed by the Committee, provided that no
such provisions may in any way be in conflict with the terms of the Plan.
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SECTION 7. EFFECTIVE DATE AND TERM OF PLAN.
(a) Effective Date; Approval of Shareholders. The Plan shall take
effect upon adoption by the Board; provided, however, that any subscriptions and
purchases under the Plan shall be null and void unless the Plan is approved by a
vote of the holders of a majority of the total number of outstanding shares of
voting stock of the Company present in person or by proxy at a meeting at which
a quorum is present in person or by proxy, which approval must occur within the
period of 12 months before and 12 months after the date the Plan is adopted by
the Board.
(b) Termination of Plan. The Plan shall continue in effect until the
date on which all shares of Common Stock available for issuance under the Plan
shall have been issued unless earlier terminated pursuant to Section 8 of the
Plan.
SECTION 8. AMENDMENT OF THE PLAN.
The Plan may be amended, suspended or discontinued from time to time by
the Committee, but without further approval of the stockholders, no such
amendment shall (a) increase the aggregate number of shares of Common Stock that
may be issued and sold under the Plan (except that adjustments authorized by
Section 6(h) of the Plan shall not be limited by this provision) or (b)
materially modify the requirements as to eligibility for participation in the
Plan.
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