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EXHIBIT 10.3
CORECHANGE, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 2000 Employee Stock
Purchase Plan of Corechange, 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 through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.
2. DEFINITIONS.
a. "BOARD" shall mean the Board of Directors of the Company.
b. "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
c. "COMMON STOCK" shall mean the Common Stock of the Company.
d. "COMPANY" shall mean Corechange, Inc., and any Designated
Subsidiary of the Company.
e. "COMPENSATION" means the amount of money reportable on an
Employee's Federal Income Tax Withholding Statement (Form W-2) before any
withholdings for health insurance or under a Section 401(k), 125, 129 or similar
plan, including without limitation, salary, wages, overtime, shift
differentials, bonuses and incentive compensation, but excluding third party
sick or disability pay, allowances and reimbursements for expenses such as
relocation allowances or travel expenses, whether specifically designated as
such or designated as signing bonuses, income or gains attributable to
restricted stock, stock options, stock appreciation rights or other similar
equity based compensation, imputed income for non cash items, such as life
insurance premiums, and similar items, whether or not specifically itemized on
the Form W-2.
f. "DESIGNATED SUBSIDIARY" shall mean any Subsidiary which has
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
g. "EMPLOYEE" shall mean any individual who is an employee of
the Company for tax purposes whose customary employment with the Company is more
than five (5) months in any calendar year. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other bona fide leave of absence approved by the
Company. If a sick leave or other leave of absence exceeds 90 days and the
individual's right to reemployment is not guaranteed either by statute or by
contract, the
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individual's employment relationship with the Company shall be deemed to have
terminated on the 91st day of such leave.
h. "ENROLLMENT DATE" shall mean the first day of each Offering
Period.
i. "EXERCISE DATE" shall mean the last Trading Day of each
Purchase Period.
j. "FAIR MARKET VALUE" shall mean the value of the Common
Stock on any given date of determination, determined as follows:
(1) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation The
Nasdaq National Market or The Nasdaq Small Cap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the date of such determination,
as reported in THE WALL STREET JOURNAL or such other source as the Board deems
reliable; or
(2) If the Common Stock is regularly quoted on the
over-the-counter market, its Fair Market Value shall be the mean of the closing
bid and asked price for such stock as quoted on such market for the last market
trading day prior to the date of such determination, as reported in THE WALL
STREET JOURNAL or such other source as the Board deems reliable; or
(3) In the absence of an established market for the
Common Stock, the Fair Market Value of the Common Stock shall be determined in
good faith by the Board.
k. "OFFERING PERIODS" shall mean the periods of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after September 1 and
March 1 of each year and terminating on the last Trading Day in the periods
ending twenty-four months later; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day of the month
first commencing after the date on which the Common Stock is first traded on the
Nasdaq National Market (such date referred to as the "First Offering
Commencement Date"); and provided further that if the number of days between the
date the Common Stock is first traded and the First Offering Commencement Date
is less than 15 days, then the first Offering Period shall commence on the first
Trading Day of the following month. The duration and timing of Offering Periods
may be changed pursuant to Section 4 of this Plan.
l. "PLAN" shall mean this Employee Stock Purchase Plan.
m. "PURCHASE PERIOD" shall mean the approximately six month
period commencing on the first Trading Day on or after September 1 and March 1
of each year and terminating approximately six (6) months later on the last
Trading Day on or before the following February 28 and August 31 of each year,
except that (i) the first Purchase Period of any Offering Period shall commence
on the Enrollment Date and terminate approximately six (6) months later on the
last Trading Day on or before the following February 28 or August 31 and (ii)
the first Purchase Period of the first Offering Period shall commence on the
Enrollment Date of the first Offering Period and terminate approximately six
months thereafter on the last Trading
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Day in such period and continue in six-month installments thereafter. The
duration and timing of Purchase Periods may be changed pursuant to Section 4 of
the Plan.
n. "PURCHASE PRICE" shall mean 85% of the Fair Market Value of
a share of Common Stock on the Enrollment Date or on the applicable Exercise
Date, whichever is lower; provided however, that, in the event (i) the Company's
stockholders approve an increase in the number of shares available for issuance
under the Plan, (ii) all or a portion of such additional shares are to be issued
with respect to one or more Offering Periods that are underway at the time of
such stockholder approval ("NEW SHARES"), and (iii) the Fair Market Value of a
share of Common Stock on the date of such approval (the "AUTHORIZATION DATE
FMV") is higher than the Fair Market Value on the Enrollment Date for any such
Offering Period, the Purchase Price with respect to New Shares shall be 85% of
the Authorization Date FMV or the Fair Market Value of a share of Common Stock
on the Exercise Date, whichever is lower.
o. "RESERVES" shall mean the number of shares of Common Stock
covered by each outstanding option under the Plan which has not yet been
exercised and the number of shares of Common Stock which have been authorized
for issuance under the Plan but not yet placed under option.
p. "SUBSIDIARY" shall mean 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.
q. "TRADING DAY" shall mean a day on which the established
stock exchange, the national market system or the over-the-counter market on
which the Common Stock is traded is open for trading.
3. ELIGIBILITY.
a. Any Employee who shall be employed by the Company at least
seven (7) calendar days prior to a given Enrollment Date shall be eligible to
participate in the Offering Period commencing on such Enrollment Date; provided
that an Employee may not participate in more than one Offering Period at the
same time.
b. Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) to the extent that,
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 such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its Subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the Fair Market Value of a share of Common Stock at the
time such option is granted) for each calendar year in which such option is
outstanding at any time. In the event that an Employee may not be granted an
option under the Plan because of the foregoing restrictions, the Employee shall
be granted an option to purchase the maximum number of shares that would not
violate the foregoing restrictions.
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4. OFFERING PERIODS. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after September 1 and March 1 of each year, or on such other
date as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 17 hereof; provided however that the first Offering
Period under the Plan shall commence on the date set forth in the definition of
"Offering Periods" in Section 2(k). The Board shall have the power to change the
duration of Offering Periods and Purchase Periods (including the commencement
dates thereof) 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 or Purchase Period to be affected thereafter.
5. PARTICIPATION.
a. An eligible Employee may become a participant in the Plan
by completing a subscription agreement in the form of EXHIBIT A or such other
form as the Company may deem satisfactory and filing it with the Company's
payroll office or such other office as the Company may direct prior to the
applicable Enrollment Date.
b. Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 9 hereof.
6. PAYROLL DEDUCTIONS.
a. At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period.
b. All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.
c. A participant may discontinue his or her participation in
the Plan as provided in Section 9 hereof, or may increase or decrease the rate
of his or her payroll deductions to not more than 10 percent (10%) or less than
zero percent (0%) not more than one (1) time during each Purchase Period by
completing or filing with the Company a new subscription agreement authorizing
such change in payroll deduction rate. The Board may, in its discretion,
increase or decrease the number of participation rate changes that may be made
by a participant during any Purchase Period. The change in rate shall be
effective with the first full payroll period following the fifth (5th) business
day after the Company's receipt of the new subscription agreement. A
participant's subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 9 hereof.
d. At the time the option is exercised, in whole or in part,
or at the time any of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations,
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if any, which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company may, but shall not be obligated to,
withhold from the participant's compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the Employee.
7. GRANT OF OPTION. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase (at the applicable Purchase Price) up to a whole number of
shares of the Company's Common Stock (the "Option Shares") determined by
dividing $50,000 by the Fair Market Value of a share of Common Stock on the
Enrollment Date (subject to any adjustment pursuant to Section 16), and provided
that such purchase shall be subject to the limitations set forth in Sections
3(b) and 12 hereof. The option shall be exercisable as to 25% of the Option
Shares on each Exercise Date during the Offering Period. Exercise of the option
shall occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 9 hereof. The option shall expire on the last day
of the Offering Period.
8. EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section 9 hereof, his or her option for the purchase of shares shall
be exercised automatically on each Exercise Date during the Offering Period, and
a number of full shares not exceeding the number of shares as to which such
participant's option is exercisable on such Exercise Date shall be purchased for
such participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account. No fractional shares shall be purchased. Any
other monies left over in a participant's account after the last Exercise Date
in the Offering Period shall be returned to the participant. During a
participant's lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.
9. WITHDRAWAL.
a. A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of EXHIBIT B to this Plan; provided that no Employee may
withdraw his or her payroll deductions less than ten (10) Trading Days prior to
an Exercise Date. All of the participant's payroll deductions credited to his or
her account shall be paid to such participant promptly after receipt of notice
of withdrawal and such participant's option for the Offering Period shall be
automatically terminated upon receipt of such notice, and no further payroll
deductions from such participant for the purchase of shares shall be made for
such Offering Period. If a participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering
Period unless the participant delivers to the Company a new subscription
agreement.
b. A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods.
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10. TERMINATION OF EMPLOYMENT. Upon a participant's ceasing to be an
Employee, for any reason, he or she shall be deemed to have elected to withdraw
from the Plan, such participant's option shall be automatically terminated and
the accumulated payroll deductions credited to such participant's account during
the Offering Period but not yet used to exercise his or her option shall be
returned to such participant or, in the case of his or her death, to the
executor or administrator of the Employee's estate or if no such executor or
administrator has been appointed to the knowledge of the Company, to such other
person(s) as the Company may, in its discretion, designate. If, prior to the
last day of the Offering Period, the Designated Subsidiary by which an Employee
is employed shall cease to be a Subsidiary of the Company, or if the Employee is
transferred to a Subsidiary of the Company that is not a Designated Subsidiary,
the Employee shall be deemed to have terminated employment for the purposes of
this Plan.
11. INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. STOCK.
a. Subject to adjustment upon changes in capitalization of the
Company as provided in Section 16 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 250,000 shares. If, on a given Exercise Date, the number of shares with
respect to which options are to be exercised exceeds the number of shares then
available under the Plan, the Company shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.
b. The participant shall have no interest or voting right in
shares covered by his or her option until such option has been exercised.
13. ADMINISTRATION. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.
14. TRANSFERABILITY. Neither payroll deductions 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 or the laws of descent and
distribution by the participant). Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 9 hereof.
15. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
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16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.
a. CHANGES IN CAPITALIZATION. Subject to any required action
by the stockholders of the Company, the maximum number of shares of Common Stock
available for sale under the Plan, the Reserves, the maximum number of shares
each participant may purchase during each Purchase Period (pursuant to Section
7), as well as the price per share and the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock. Such adjustment
shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.
b. DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Board shall shorten any Purchase
Periods then in progress by setting a new Exercise Date (the "NEW EXERCISE
DATE"), and any Offering Period shall terminate on the New Exercise Date. The
New Exercise Date shall be before the date of the Company's proposed dissolution
or liquidation. The Board shall notify each participant in writing, at least ten
(10) days prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 9 hereof.
c. MERGER OR ASSET SALE. If the Company shall at any time
merge or consolidate with another corporation and the holders of the capital
stock of the Company immediately prior to such merger or consolidation continue
to hold at least 60% by voting power of the capital stock of the surviving
corporation ("Continuity of Control"), the holder of each option then
outstanding will thereafter be entitled to receive at the next Exercise Date
upon the exercise of such option for each share as to which such option shall be
exercised the securities or property which a holder of one share of Common Stock
was entitled to upon and at the time of such merger or consolidation, and the
Board shall take such steps in connection with such merger or consolidation as
the Board shall deem necessary to assure that the provisions of Section 16(a)
shall thereafter be applicable, as nearly as reasonably may be, in relation to
the said securities or property as to which such holder of such option might
thereafter be entitled to receive thereunder.
In the event of a merger or consolidation of the Company with or into
another corporation which does not involve Continuity of Control, or which
involves a sale of all or substantially all of the assets of the Company (an
"Acquisition"), while unexercised options remain outstanding under the Plan, all
options outstanding as of the effective date of the Acquisition shall be deemed
assumed or substituted for and each holder of an outstanding option shall be
entitled, upon exercise of such option, to receive in lieu of shares of Common
Stock, shares of such stock or other securities as the holders of shares of
Common Stock received
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pursuant to the terms of the Acquisition. Notwithstanding the foregoing, in the
event that the acquiring or succeeding corporation (or an affiliate thereof)
does not agree to assume or substitute for the options, then the Board shall
shorten any Purchase Periods then in progress by setting a New Exercise Date,
and any Offering Periods then in progress shall terminate on the New Exercise
Date. The New Exercise Date shall be before the effective date of the
Acquisition. The Board shall notify each participant in writing, at least ten
(10) days prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 9 hereof.
17. AMENDMENT OR TERMINATION.
a. The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan. Except as provided in Section 16
hereof, no such termination can affect options previously granted, provided that
an Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its stockholders. Except as provided in Section 16
hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant without the consent of the
participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), if applicable, the Company shall obtain stockholder approval in
such a manner and to such a degree as 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,
change the 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 which are consistent with the Plan.
18. 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.
19. 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 with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934,
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as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.
As a condition to the exercise of 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.
20. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent
permitted by any applicable laws, regulations, or rules of the established stock
exchange, national market system or over-the-counter market on which the
Company's Common Stock trades, if the Fair Market Value of the Common Stock on
any Exercise Date in an Offering Period is lower than the Fair Market Value of
the Common Stock on the Enrollment Date of such Offering Period, then all
participants in such Offering Period shall be automatically withdrawn from such
Offering Period immediately after the exercise of their options on such Exercise
Date and automatically re-enrolled in the immediately following Offering Period
as of the first day thereof.
21. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver Common Stock under this Plan is subject to listing on an established
stock exchange or quotation on a national market system or an over-the-counter
market (to the extent the Common Stock is then so listed or quoted) and the
approval of all governmental authorities required in connection with the
authorization, issuance or sale of such stock.
22. GOVERNING LAW. The Plan shall be governed by Massachusetts law
except to the extent that such law is preempted by federal law.
23. SOURCE OF SHARES. Shares may be issued upon exercise of an option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.
24. NOTIFICATION UPON SALE OF SHARES. Each Employee agrees, by entering
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the option pursuant to which such shares were purchased.
25. EFFECTIVE DATE. The Plan shall take effect upon the date of the
Company's initial public offering of its equity securities registered on Form
S-1 with the Securities and Exchange Commission. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 17 hereof.
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EXHIBIT A
CORECHANGE, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_______ Original Application Enrollment Date: ____________
_______ Change in Payroll Deduction Rate (Complete only Section 2 and date and
sign).
1. ______________________________ hereby elects to participate in the
Corechange, Inc. 2000 Employee Stock Purchase Plan (the "EMPLOYEE STOCK PURCHASE
PLAN") and subscribes to purchase shares of the Company's Common Stock in
accordance with this Subscription Agreement and the Employee Stock Purchase
Plan.
2. I hereby authorize payroll deductions from each paycheck in the
amount of ____% of my Compensation on each payday (not to exceed 10%) during the
Offering Period in accordance with the Employee Stock Purchase Plan. (Please
note that no fractional percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for
the purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option.
4. I have received a copy of the complete Employee Stock Purchase Plan.
I understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to stockholder
approval of the Employee Stock Purchase Plan.
5. I understand that if I dispose of any shares received by me pursuant
to the Plan within two years after the Enrollment Date (the first day of the
Offering Period during which I purchased such shares) or one year after the
Exercise Date, I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal to
the excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares. I HEREBY AGREE TO
NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION
OF MY SHARES AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER TAX
WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF THE COMMON
STOCK. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by me.
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6. I hereby agree to be bound by the terms of the Employee Stock
Purchase Plan. The effectiveness of this Subscription Agreement is dependent
upon my eligibility to participate in the Employee Stock Purchase Plan.
NAME: (Please Print) __________________________________________________________
(First) (Middle) (Last)
__________________________________ ________________________________
Relationship
________________________________
Address
Employee's Social
Security Number: _____________________________________________________
Employee's Address: _____________________________________________________
_____________________________________________________
_____________________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: _____________________________ ________________________________
Signature of Employee
(Please print)
________________________________
Spouse's Signature (If
beneficiary other than Spouse)
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EXHIBIT B
CORECHANGE INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Corechange,
Inc. 2000 Employee Stock Purchase Plan which began on ________________, 2000
(the "ENROLLMENT DATE") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods.
Name and Address of Participant:
___________________________________
___________________________________
___________________________________
Signature:
___________________________________
Date:______________________________
