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EXHIBIT 10.10
WEBRIDGE, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED)
1. PURPOSE OF THE PLAN. Webridge, Inc. (the "COMPANY") believes that
ownership of shares of its common stock by employees of the Company and its
Participating Subsidiaries (hereinafter defined) is desirable as an incentive to
better performance and improvement of profits, and as a means by which employees
may share in the rewards of growth and success. The purpose of the Company's
2000 Employee Stock Purchase Plan (the "PLAN") is to provide a convenient means
by which employees of the Company and Participating Subsidiaries may purchase
the Company's shares through payroll deductions and a method by which the
Company may assist and encourage such employees to become share owners.
2. SHARES RESERVED FOR THE PLAN. There are 200,000 shares of the
Company's authorized but unissued or reacquired Common Stock reserved for
purposes of the Plan, which shall be increased automatically on the first day of
the second month of each fiscal year beginning on February 1, 2001, by the
lesser of (a) 334,000 shares of Common Stock or (b) 1.0% of the adjusted average
shares of Common Stock outstanding used to calculate fully diluted earnings per
share as reported in the Company's annual financial statements for the preceding
fiscal year. The number of shares reserved for the Plan is subject to adjustment
in the event of any stock dividend, stock split, combination of shares,
recapitalization or other change in the outstanding Common Stock of the Company.
The determination of whether an adjustment shall be made and the manner of any
such adjustment shall be made by the Board of Directors of the Company, which
determination shall be conclusive.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors. The Board of Directors may promulgate rules and regulations
for the operation of the Plan, adopt forms for use in connection with the Plan,
and decide any question of interpretation of the Plan or rights arising
thereunder. The Board of Directors may consult with counsel for the Company on
any matter arising under the Plan. All determinations and decisions of the Board
of Directors shall be conclusive. Notwithstanding the foregoing, the Board of
Directors, if it so desires, may delegate to the Compensation Committee of the
Board the authority for general administration of the Plan.
4. ELIGIBLE EMPLOYEES. Except as indicated below, all full-time employees
of the Company and all full-time employees of each of the Company's subsidiary
corporations which is designated by the Board of Directors of the Company as a
participant in the Plan (such participating subsidiary being hereinafter called
a "PARTICIPATING SUBSIDIARY") are eligible to participate in the Plan. Any
employee who would, after a purchase of shares under the Plan, own or be deemed
(under Section 424(d) of the Internal Revenue Code of 1986, as amended (the
"CODE")) to own stock (including stock subject to any outstanding options held
by the employee) possessing 5 percent or more of the total combined voting power
or value of all classes of stock
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of the Company or any parent or subsidiary of the Company, shall be ineligible
to participate in the Plan. A "full-time employee" is one who is in the active
service of the Company or a Participating Subsidiary on the Offering Date (as
defined below) for the Initial Offering (as defined below) or on the
Subscription Deadline (as defined below) for any Subsequent Offering (as defined
below) excluding, however, any employee whose customary employment is 20 hours
or less per week or whose customary employment is for not more than five months
per calendar year.
5. OFFERINGS.
(a) OFFERINGS AND PURCHASE PERIODS. The Plan shall be implemented
by (1) an initial offering ("INITIAL OFFERING") beginning on the first day that
the Company's Common Stock is publicly traded on the Nasdaq National Market and
ending on November 20, 2002 and (2) a series of overlapping two-year offerings
("SUBSEQUENT OFFERINGS" and, together with the Initial Offering, the
"OFFERINGS"), with a new Subsequent Offering commencing on May 20 and November
20 of each year beginning with May 20, 2001. Accordingly, up to four separate
Offerings may be in process at any time, but an employee may only participate in
one Offering at a time. The first day of each Offering is the "OFFERING DATE"
for that Offering and each Subsequent Offering shall end on the second
anniversary of its Offering Date. The Initial Offering shall include four
purchase periods ("PURCHASE PERIODS"), the first of which shall commence on the
first day of the Initial Offering and end on May 20, 2001 and the others of
which shall be consecutive six-month periods thereafter ending on November 20,
2001, May 20, 2002 and November 20, 2002. Each Subsequent Offering shall be
divided into four six-month Purchase Periods, one of which shall end on each May
20 and November 20 during the term of the Offering. The last day of each
Purchase Period is a "PURCHASE DATE" for the applicable Offering.
(b) GRANTS; LIMITATIONS. On each Offering Date, each eligible
employee shall be granted an option under the Plan to purchase shares of Common
Stock on the Purchase Dates for the Offering for the price determined under
paragraph 7 of the Plan exclusively through payroll deductions authorized under
paragraph 6 of the Plan; provided, however, that (a) no option shall permit the
purchase of more than 5,000 shares, and (b) no option may be granted under the
Plan that would allow an employee's right to purchase shares under all stock
purchase plans of the Company and its parents and subsidiaries to which Section
423 of the Code applies to accrue at a rate that exceeds $25,000 of fair market
value of shares (determined at the date of grant) for each calendar year in
which such option is outstanding.
6. PARTICIPATION IN THE PLAN.
(a) INITIATING PARTICIPATION. An eligible employee may participate
in an Offering under the Plan by filing with the Company a subscription and
payroll deduction authorization on a form furnished by the Company. The
subscription and payroll deduction authorization must be filed no later than 10
days prior to the Offering Date (the "SUBSCRIPTION DEADLINE"); provided,
however, that for the Initial Offering (i) the Subscription Deadline shall be 5
business days before the second Company payday occurring after the Offering Date
and (ii)
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subscription and payroll deduction authorizations may not be filed until after
the Company files a Form S-8 Registration Statement covering shares of Common
Stock to be sold pursuant to the Plan with the Securities and Exchange
Commission on or after the Offering Date. Once filed, a subscription and payroll
deduction authorization shall remain in effect unless amended or terminated, and
upon the expiration of an Offering the participants in that Offering will be
automatically enrolled in the new Offering starting the same day. The payroll
deduction authorization will authorize the employing corporation to make payroll
deductions from each of the participant's paychecks during the Offering other
than a paycheck issued on the Offering Date; provided, however, that for the
Initial Offering no payroll deduction will be made from the paycheck issued on
the first payday after the Offering Date unless the subscription and payroll
deduction authorization is filed at least 5 business days before the payday. The
amount to be deducted shall be designated by the participant in the payroll
deduction authorization and must be a whole percentage of not less than 2
percent and not more than 15 percent of the gross amount of base pay plus
commissions, if any, payable to the participant for the period covered by each
paycheck. If payroll deductions are made by a Participating Subsidiary, that
corporation will promptly remit the amount of the deductions to the Company.
(b) AMENDING OR TERMINATING PARTICIPATION. After a participant has
begun participating in the Plan by initiating payroll deductions, the
participant may not amend the payroll deduction authorization except for an
amendment effective for the first paycheck of a calendar quarter, but may
terminate participation in the Plan at any time prior to the tenth day before a
Purchase Date by written notice to the Company. A permitted change in payroll
deductions shall be effective for any pay period only if written notice is
received by the Company at least five business days prior to the payday for that
pay period. Participation in the Plan shall also terminate when a participant
ceases to be an eligible employee for any reason, including death or retirement.
A participant may not reinstate participation in the Plan with respect to a
particular Offering after once terminating participation in the Plan with
respect to that Offering. Upon termination of a participant's participation in
the Plan, all amounts deducted from the participant's pay and not previously
used to purchase shares under the Plan shall be either returned to the
participant or, if so elected by a participant who continues to be an eligible
employee, retained in the participant's account and applied to purchase shares
on the next Purchase Date under the Plan.
7. OPTION PRICE. The price at which shares shall be purchased on any
Purchase Date in an Offering shall be the lower of (a) 85% of the fair market
value of a share of Common Stock on the Offering Date of the Offering or (b) 85%
of the fair market value of a share of Common Stock on the Purchase Date. The
fair market value of a share of Common Stock on any date shall be the closing
price on the immediately preceding trading day as reported by the Nasdaq
National Market or, if the Common Stock is not reported on the Nasdaq National
Market, such other reported value of the Common Stock as shall be specified by
the Board of Directors. On the Offering Date for the Initial Offering, the
closing price on the immediately preceding trading day shall be deemed to be the
public offering price set forth in the final prospectus filed with the
Securities and Exchange Commission in connection with the initial public
offering of the Common Stock.
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8. PURCHASE OF SHARES. All amounts withheld from the pay of a participant
shall be credited to his or her account under the Plan by the Custodian
appointed under paragraph 10. No interest will be paid on such accounts, unless
otherwise determined by the Board of Directors. On each Purchase Date, the
amount in the account of each participant will be applied to the purchase of
whole shares by such participant from the Company at the price determined under
paragraph 7. Any cash balance remaining in a participant's account after a
Purchase Date because it was less than the amount required to purchase a full
share shall be retained in the participant's account for the next Purchase
Period. Any other amounts in a participant's account after a Purchase Date will
be repaid to the participant.
9. AUTOMATIC WITHDRAWAL AND RE-ENROLLMENT. If the fair market value of a
share of Common Stock on any Purchase Date of an Offering is less than the fair
market value of a share of Common Stock on the Offering Date for such Offering,
then every participant in that Offering shall automatically (a) be withdrawn
from such Offering after the acquisition of the shares of Common Stock on such
Purchase Date, and (b) be enrolled in the new Offering commencing on such
Purchase Date.
10. DELIVERY AND CUSTODY OF SHARES. Shares purchased by participants
pursuant to the Plan will be delivered to and held in the custody of such
investment or financial firm (the "CUSTODIAN") as shall be appointed by the
Board of Directors. The Custodian may hold in nominee or street name
certificates for shares purchased pursuant to the Plan, and may commingle shares
in its custody pursuant to the Plan in a single account without identification
as to individual participants. By appropriate instructions to the Custodian on
forms to be provided for that purpose, a participant may from time to time sell
all or part of the shares held by the Custodian for the participant's account at
the market price at the time the order is executed. By appropriate instructions
to the Custodian on forms to be provided for that purpose, a participant may
obtain (a) transfer into the participant's own name of all or part of the shares
held by the Custodian for the participant's account and delivery of such shares
to the participant, or (b) transfer of all or part of the shares held for the
participant's account by the Custodian to a regular individual brokerage account
in the participant's own name, either with the firm then acting as Custodian or
with another firm; provided, however, that no shares may be transferred under
(a) or (b) until two years after the Offering Date of the Offering in which the
shares were purchased and one year after the Purchase Date on which the shares
were purchased.
11. RECORDS AND STATEMENTS. The Custodian will maintain the records of
the Plan. As soon as practicable after each Purchase Date each participant will
receive a statement showing the activity of his account since the preceding
Purchase Date and the balance on the Purchase Date as to both cash and shares.
Participants will be furnished such other reports and statements, and at such
intervals, as the Board of Directors shall determine from time to time.
12. EXPENSE OF THE PLAN. The Company will pay all expenses incident to
operation of the Plan, including costs of record keeping, accounting fees, legal
fees, commissions and issue or
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transfer taxes on purchases pursuant to the Plan and on delivery of shares to a
participant or into his or her brokerage account. The Company will not pay
expenses, commissions or taxes incurred in connection with sales of shares by
the Custodian at the request of a participant. Expenses to be paid by a
participant will be deducted from the proceeds of sale prior to remittance.
13. RIGHTS NOT TRANSFERABLE. The right to purchase shares under this Plan
is not transferable by a participant, and such right is exercisable during the
participant's lifetime only by the participant. Upon the death of a participant,
any cash withheld and not previously applied to purchase shares, together with
any shares held by the Custodian for the participant's account shall be
transferred to the persons entitled thereto under the laws of the state of
domicile of the participant upon a proper showing of authority.
14. DIVIDENDS AND OTHER DISTRIBUTIONS. Cash dividends and other cash
distributions, if any, on shares held by the Custodian will be paid currently to
the participants entitled thereto unless the Company subsequently adopts a
dividend reinvestment plan and the participant directs that his or her cash
dividends be invested in accordance with such plan. Stock dividends and other
distributions in shares of Common Stock of the Company on shares held by the
Custodian shall be issued to the Custodian and held by it for the account of the
respective participants entitled thereto.
15. VOTING AND SHAREHOLDER COMMUNICATIONS. In connection with voting on
any matter submitted to the shareholders of the Company, the Custodian will
furnish to each participant a proxy authorizing the participant to vote the
shares held by the Custodian for his account. Copies of all general
communications to shareholders of the Company will be sent to participants in
the Plan.
16. TAX WITHHOLDING. Each participant who has purchased shares under the
Plan shall immediately upon notification of the amount due, if any, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state and
local tax withholding determined by the Company to be required. If the Company
determines that additional withholding is required beyond any amount deposited
at the time of purchase, the participant shall pay such amount to the Company on
demand. If the participant fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the
participant, including salary, subject to applicable law.
17. RESPONSIBILITY AND INDEMNITY. Neither the Company, its Board of
Directors, the Custodian, any Participating Subsidiary, nor any member, officer,
agent, or employee of any of them, shall be liable to any participant under the
Plan for any mistake of judgment or for any omission or wrongful act unless
resulting from gross negligence, willful misconduct or intentional misfeasance.
The Company will indemnify and save harmless its Board of Directors, the
Custodian and any such member, officer, agent or employee against any claim,
loss, liability or expense arising out of the Plan, except such as may result
from the gross negligence, willful misconduct or intentional misfeasance of such
entity or person.
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18. CONDITIONS AND APPROVALS. The obligations of the Company under the
Plan shall be subject to compliance with all applicable state and federal laws
and regulations, compliance with the rules of any stock exchange on which the
Company's securities may be listed, and approval of such federal and state
authorities or agencies as may have jurisdiction over the Plan or the Company.
The Company will use its best effort to comply with such laws, regulations and
rules and to obtain such approvals.
19. AMENDMENT OF THE PLAN. The Board of Directors of the Company may from
time to time amend the Plan in any and all respects, except that without the
approval of the shareholders of the Company, the Board of Directors may not
increase the number of shares reserved for the Plan (except for automatic
increases and adjustments authorized in paragraph 2, above) or decrease the
purchase price of shares offered pursuant to the Plan.
20. TERMINATION OF THE PLAN. The Plan shall terminate on the tenth
anniversary of the date of the Initial Offering, provided that the Board of
Directors in its sole discretion may at any time terminate the Plan without any
obligation on account of such termination, except as hereinafter in this
paragraph provided. Upon termination of the Plan, the cash and shares, if any,
held in the account of each participant shall forthwith be distributed to the
participant or to the participant's order, provided that if prior to the
termination of the Plan, the Board of Directors and shareholders of the Company
shall have adopted and approved a substantially similar plan, the Board of
Directors may in its discretion determine that the account of each participant
under this Plan shall be carried forward and continued as the account of such
participant under such other plan, subject to the right of any participant to
request distribution of the cash and shares, if any, held for his account.
DATE ADOPTED BY BOARD OF DIRECTORS: March 31, 2000
DATE APPROVED BY STOCKHOLDERS: April 14, 2000
DATE AMENDED BY BOARD OF DIRECTORS: September 5, 2000
DATE AMENDED BY BOARD OF DIRECTORS: October 1, 2000
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