EXHIBIT 4.3
SCIQUEST.COM, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of the
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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. Accordingly,
the provisions of the Plan 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.
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(a) "Board" shall mean the Board of Directors of the Company or, as
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applicable, a committee to which the Board has delegated authority or
responsibility hereunder pursuant to Section 14(b).
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
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(c) "Common Stock" shall mean the common stock of the Company.
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(d) "Company" shall mean SciQuest.com, Inc., a Delaware corporation,
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and any Designated Subsidiary of the Company.
(e) "Compensation" shall mean all compensation other than gain
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attributable to stock options, including any amounts the participant elects to
defer or exclude from income under a deferred compensation plan or an employee
benefit plan of the Company.
(f) "Designated Subsidiary" shall mean any Subsidiary that has been
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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
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Company for tax purposes whose customary employment with the Company is at least
twenty (20) hours per week and 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 leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.
(h) "Enrollment Date" shall mean the first day of an Offering Period.
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(i) "Fair Market Value" shall mean, as of any date, the value of
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Common Stock determined as follows:
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(i) 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 SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing bid price for such stock as quoted on
such exchange or system for regular trading session on the date of such
determination (or, if such date is not a Trading Day, the most recent prior
Trading Day), as reported in The Wall Street Journal or such other source as the
Board deems reliable.
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the closing bid price for the Common Stock for the regular trading
session on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable.
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the Board.
(j) "Offering Periods" shall mean the 24-month periods during which
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an option granted pursuant to the Plan may be exercised, generally beginning May
1 and November 1 of each year and ending on April 30 and October 31,
respectively, 24 months later. The first Offering Period shall begin on July 1,
2000 and shall end on April 30, 2002. The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.
(k) "Plan" shall mean this Employee Stock Purchase Plan.
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(l) "Purchase Dates" shall mean October 31 and April 30 of each year.
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(m) "Purchase Price" shall mean an amount equal to 85% of the Fair
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Market Value of a share of Common Stock on the Enrollment Date or on the
Purchase Date, whichever is lower.
(n) "Reserves" shall mean the number of shares of Common Stock
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covered by options under the Plan that have not been exercised and the number of
shares of Common Stock that have been authorized for issuance under the Plan but
not placed under option.
(o) "Subsidiary" shall mean a corporation, domestic or foreign, of
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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.
(p) "Trading Day" shall mean a day on which national stock exchanges
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and the Nasdaq System are open for trading.
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3. Eligibility.
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(a) Any Employee employed by the Company for at least 30 days prior to
a given Enrollment Date shall be eligible to participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan to the extent that (i)
immediately after such 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 (and/or hold outstanding options to purchase capital
stock) representing 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) the
Employee's rights to purchase stock under all employee stock purchase plans of
the Company and its Subsidiaries accrue at a rate that exceeds $25,000 of stock
(determined at the Fair Market Value of the shares on the date of grant for each
calendar year in which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive,
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overlapping Offering Periods of 24 months' duration with new Offering Periods
generally beginning May 1 and November 1 each year. The first Offering Period
shall begin on July 1, 2000 and end on April 30, 2002. Each Offering Period
shall have four Purchase Dates, which shall be each October 31 and April 30
during the Offering Period. The Board may change the duration and timing of
Offering Periods and Purchase Dates, provided that any such change is announced
at least 10 days prior to the scheduled beginning of the first Offering Period
to be affected thereafter.
5. Participation.
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(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement in the form of Exhibit A authorizing payroll
deductions and filing it with the Company's human resources department no later
than the day prior to the applicable Enrollment Date. On an individual basis in
cases of hardship, the Company's human resources officer shall have the
discretion to accept subscription agreements until the applicable Enrollment
Date.
(b) Payroll deductions for a participant shall begin with the first
pay day following the Enrollment Date and shall end with the last pay day in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.
6. Payroll Deductions.
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(a) At the time a participant files a subscription agreement, the
participant shall elect to have payroll deductions made on each pay day during
the Offering Period in an
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amount not exceeding 20% of the Compensation that the participant receives on
each pay day during the Offering Period.
(b) All payroll deductions made for a participant shall be credited to
the participant's account under the Plan and shall be withheld in whole
percentages only.
(c) A participant may discontinue his or her participation in the Plan
as provided in Section 10 hereof, or may increase up to 20% or decrease to 0%
the rate of his or her payroll deductions by completing and filing with the
Company a new subscription agreement authorizing a change in payroll deduction
rate. A change in rate shall be effective with the first full payroll period
that begins after the Company has received the new subscription agreement. A
participant's subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with the $25,000 calendar-year accrual and the 5% ownership limitations set
forth in Section 3(b), a participant's payroll deductions may be decreased to 0%
at any time prior to a Purchase Date. Payroll deductions at the rate provided in
such participant's subscription agreement shall resume immediately following
such Purchase Date, unless terminated by the participant as provided in Section
10 hereof.
7. Grant of Option.
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(a) On the Enrollment Date of each Offering Period, each participant
shall be granted an option to purchase on each Purchase Date of the Offering
Period at the applicable Purchase Price up to the number of shares of the
Company's Common Stock determined by dividing the sum of the participant's
payroll deductions accumulated prior to such Purchase Date and retained in the
participant's account by the applicable Purchase Price; provided, however, that
in no event shall a participant be permitted to purchase on any Purchase Date
more than 5,000 shares of Common Stock (subject to adjustment pursuant to
Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 13. The Board may, in its absolute
discretion, for future Offering Periods increase or decrease the maximum number
of shares of the Company's Common Stock a participant may purchase on a Purchase
Date. Exercise of an option shall occur as provided in Section 8, unless the
participant has withdrawn pursuant to Section 10.
(b) To the extent permitted by any applicable laws, regulations, or
stock exchange rules, if the Fair Market Value of the Common Stock on the first
Purchase Date in a Offering Period is lower than the Fair Market Value of the
Common Stock on the Enrollment Date, all participants in the Offering Period
shall be withdrawn automatically after the exercise of their options and re-
enrolled in the next succeeding Offering Period as of the first day thereof.
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8. Exercise of Option.
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(a) Unless a participant withdraws from the Plan as provided in
Section 10, the participant's options shall be exercised automatically on each
Purchase Date, and the maximum number of full shares subject to the option shall
be purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in the participant's account. No fractional
shares shall be purchased. 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 until the next Purchase Date, subject to earlier
withdrawal by the participant as provided in Section 10.
(b) If the Board determines that on a given Purchase Date the number
of shares with respect to which options are to be exercised exceeds the number
of shares of Common Stock available for sale under the Plan, the Board may, in
its sole discretion, provide that the Company shall make a pro rata allocation
of the shares of Common Stock available for purchase on such Purchase Date in as
uniform a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants and terminate the Offering
Periods then in effect.
9. Delivery. As promptly as practicable after each Purchase Date, the
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Company shall arrange the delivery, electronically or otherwise, to accounts in
the participants' names at a brokerage company selected by the Company of the
shares purchased upon exercise of options.
10. Withdrawal.
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(a) A participant may withdraw all but not less than all of the
payroll deductions credited to his or her account at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. Such payroll
deductions shall be paid to the participant promptly after receipt of notice of
the participant's notice of withdrawal. The participant's option for the
Offering Period shall automatically terminate, and no further payroll deductions
for the purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions for the
participant's account shall not resume at the beginning of the next 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 the participant's eligibility to participate in any similar plan
that may thereafter be adopted by the Company or in any succeeding Offering
Period that begins after the Offering Period from which the participant
withdraws.
11. Termination of Employment. Upon a participant's ceasing to be an
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Employee for any reason, the participant shall be deemed to have withdrawn from
the Plan, and the payroll deductions credited to the participant's account under
the Plan during the Offering Period but not yet used to exercise the
participant's option shall be returned and paid to the participant.
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12. Interest. No interest shall accrue on the payroll deductions of a
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participant in the Plan.
13. Stock.
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(a) The maximum number of shares of the Company's Common Stock
authorized for issuance under the Plan shall be one million one hundred thousand
(1,100,000) shares.
(b) Participants shall have no interest or voting rights in shares
covered by options until such options have been exercised.
(c) At the election of the participant, shares purchased by a
participant under the Plan shall be registered in the name of the participant or
the names of the participant and his or her spouse.
14. Administration.
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(a) The Plan shall be administered by the Board. The Board 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 shall, to the full extent permitted by law, be final and binding upon
all parties.
(b) Notwithstanding the foregoing, the Board may delegate, by
resolutions adopted prior to or after the effective date of this Plan, any or
all of its authority and responsibilities hereunder to such committee of the
Board as the Board shall designate, to the extent such delegation is permitted
by applicable law, the articles and bylaws of the Company and the applicable
stock exchange or national market system rules. In the event of such delegation,
all references herein to the Board shall, to the extent applicable, be deemed to
refer to and include such committee.
15. Designation of Beneficiary.
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(a) A participant may file a written designation of 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 an Exercise Date
on which the participant's option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a
written designation of 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 exercise of his or her option.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a
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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.
16. Transferability. No payroll deductions credited to a participant's
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account and no rights with regard to the exercise of an option under the Plan
may be assigned, transferred, pledged or otherwise disposed of in any way by the
participant (other than by will or the laws of descent and distribution). 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 from the Plan in accordance with Section 10 hereof.
17. Use of Funds. Payroll deductions received or held by the Company
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under the Plan may be used by the Company for any corporate purpose. The Company
shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each participant
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in the Plan. Statements of account shall be given to participating Employees
following each Purchase Date, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
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Merger or Asset Sale.
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(a) Subject to any required action by the shareholders of the Company,
the Reserves, the maximum number of shares each participant may purchase on a
Purchase Date and the price per share and the number of shares of Common Stock
covered by each outstanding option 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 or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company. The conversion of convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustments shall be made by the Board, whose determination 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) In the event of the proposed dissolution or liquidation of the
Company, the Offering Periods then in progress shall be shortened by setting a
new Purchase Date, that is prior to the date of the proposed dissolution or
liquidation (the "New Purchase Date"), and the Plan shall terminate prior to the
consummation of such proposed dissolution or liquidation, unless
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provided otherwise by the Board. The Board shall notify each participant in
writing at least 10 business days prior to the New Purchase Date that the
Purchase Date for the participant's option has been changed to the New Purchase
Date and that the participant's option shall be exercised automatically on the
New Purchase Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10.
(c) In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, outstanding options shall be assumed or equivalent options
substituted by the successor corporation or a parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the options, the Offering Periods then in progress
shall be shortened by setting a New Purchase Date. The New Purchase Date shall
be prior to the date of the Company's proposed sale or merger. The Board shall
notify each participant in writing at least 10 business days prior to the New
Purchase Date that the Purchase Date for the participant's option has been
changed to the New Purchase Date and that the participant's option shall be
exercised automatically on the New Purchase Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10.
20. Amendment or Termination.
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(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 19 and this
Section 20, no such termination may adversely affect options previously granted;
provided, however, that the Board may terminate a Offering Period on any
Purchase Date if the Board determines that the termination of the Offering
Period or the Plan is in the best interests of the Company and its shareholders.
To the extent necessary and desirable to comply with Section 423 of the Code (or
any successor rule or provision), the Company shall seek shareholder approval of
the Plan and of amendments to the Plan.
(b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board shall be entitled to change the Offering Periods, limit the frequency
and/or number of changes permitted in the amount withheld during a 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 to amounts withheld from the
participant's Compensation, and establish such other limitations and procedures
that the Board determines in its sole discretion advisable and that are
consistent with the Plan.
21. Notices. All notices or other communications by a participant to the
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Company 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.
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22. Conditions Upon Issuance of Shares. Shares shall not be issued with
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respect to an option unless the exercise of such option and the delivery of such
shares comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Code, the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and such issuance shall be further subject to the
approval of counsel for the Company with respect to such compliance.
23. Term of Plan. The Plan shall become effective on July 1, 2000. It
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shall continue in effect until April 30, 2010 unless sooner terminated under
Section 20 hereof.
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EXHIBIT A
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SCIQUEST.COM, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_____ Original Application Enrollment Date: __________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. _____________________________________ hereby elects to participate in the
SciQuest.com, 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 (up to 20%) 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 the tax
preferences described in paragraph 6 below is subject to shareholder
approval of the Employee Stock Purchase Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse only):
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6. I understand that if I dispose of any shares received by me pursuant to the
Plan before the later of 2 years after the Enrollment Date (the first day
of the Offering Period during which I purchased such shares) or 1 year
after purchase, 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 over the price I paid for the shares. If I dispose
of such shares
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after this holding period, I understand that I will be treated for federal
income tax purposes as having received ordinary income at the time of such
disposition only to the extent of an amount equal to the lesser of (1) the
excess of the fair market value of the shares at the time of disposition
over the purchase price which I paid for the shares, or (2) 15% of the fair
market value of the shares on the first day of the Offering Period. The
remainder of the gain or loss, if any, recognized on such disposition will
be taxed as capital gain or loss.
7. 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.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Employee Stock Purchase Plan:
NAME (Please print): ___________________________________
First Middle Last
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Relationship
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Address
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ___________________ ___________________________________
Signature of Employee
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EXHIBIT B
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SCIQUEST.COM, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the SciQuest.com,
Inc. 2000 Employee Stock Purchase Plan which began on ___________ 200__ (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 only by delivering to the Company a new Subscription
Agreement.
Date:_____________________ ___________________________________
Name of Participant:
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Signature
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Address
