1-800-FLOWERS.COM, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
(AS ADOPTED EFFECTIVE FEBRUARY 1, 2001)
TABLE OF CONTENTS
SECTION 1. PURPOSE OF THE PLAN..........................................1
SECTION 2. ADMINISTRATION OF THE PLAN...................................1
(a) Committee Composition......................................1
(b) Committee Responsibilities.................................1
SECTION 3. ENROLLMENT AND PARTICIPATION.................................1
(a) Offering Periods...........................................1
(b) Enrollment.................................................1
(c) Duration of Participation..................................1
SECTION 4. EMPLOYEE CONTRIBUTIONS.......................................2
(a) Frequency of Payroll Deductions............................2
(b) Amount of Payroll Deductions...............................2
(c) Changing Withholding Rate..................................2
(d) Discontinuing Payroll Deductions...........................2
(e) Limit on Number of Elections...............................2
SECTION 5. WITHDRAWAL FROM THE PLAN.....................................2
(a) Withdrawal.................................................2
(b) Re-Enrollment After Withdrawal.............................2
SECTION 6. CHANGE IN EMPLOYMENT STATUS..................................2
(a) Termination of Employment..................................2
(b) Leave of Absence...........................................3
(c) Death......................................................3
SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.........................3
(a) Plan Accounts..............................................3
(b) Purchase Price.............................................3
(c) Number of Shares Purchased.................................3
(d) Available Shares Insufficient..............................3
(e) Issuance of Stock..........................................4
(f) Tax Withholding............................................4
(g) Unused Cash Balances.......................................4
(h) Stockholder Approval.......................................4
SECTION 8. LIMITATIONS ON STOCK OWNERSHIP...............................4
(a) Five Percent Limit.........................................4
(b) Dollar Limit...............................................5
SECTION 9. RIGHTS NOT TRANSFERABLE......................................5
SECTION 10. NO RIGHTS AS AN EMPLOYEE....................................5
SECTION 11. NO RIGHTS AS A STOCKHOLDER..................................5
SECTION 12. SECURITIES LAW REQUIREMENTS.................................6
SECTION 13. STOCK OFFERED UNDER THE PLAN................................6
(a) Authorized Shares..........................................6
(b) Anti-Dilution Adjustments..................................6
(c) Reorganizations............................................6
SECTION 14. AMENDMENT OR DISCONTINUANCE.................................6
SECTION 15. DEFINITIONS.................................................6
(a) "Board"....................................................6
(b) "Code".....................................................7
(c) "Committee"................................................7
(d) "Company"..................................................7
(e) "Compensation".............................................7
(f) "Corporate Reorganization".................................7
(g) "Eligible Employee"........................................7
(h) "Exchange Act".............................................7
(i) "Fair Market Value"........................................7
(j) "Offering Period"..........................................8
(k) "Participant"..............................................8
(l) "Participating Company"....................................8
(m) "Plan".....................................................8
(n) "Plan Account".............................................8
(o) "Purchase Price"...........................................8
(p) "Stock"....................................................8
(q) "Subsidiary"...............................................8
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1-800-FLOWERS.COM, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
SECTION 1.........PURPOSE OF THE PLAN.
The Plan was adopted by the Board on _______ __, 2000, and is effective
on February 1, 2001. The purpose of the Plan is to provide Eligible Employees
with an opportunity to increase their proprietary interest in the success of the
Company by purchasing Stock from the Company on favorable terms and to pay for
such purchases through payroll deductions. The Plan is intended to qualify under
section 423 of the Code.
SECTION 2.........ADMINISTRATION OF THE PLAN.
(a) Committee Composition. The Plan shall be administered by the Committee. The
Committee shall consist exclusively of one or more directors of the Company, who
shall be appointed by the Board.
(b) Committee Responsibilities. The Committee shall interpret the Plan and make
all other policy decisions relating to the operation of the Plan. The Committee
may adopt such rules, guidelines and forms as it deems appropriate to implement
the Plan. The Committee's determinations under the Plan shall be final and
binding on all persons.
SECTION 3.........ENROLLMENT AND PARTICIPATION.
(a) Offering Periods. While the Plan is in effect, two Offering Periods shall
commence in each calendar year. The Offering Periods shall consist of the
six-month periods commencing on each May 1 and November 1, except that the first
Offering Period shall commence on February 1, 2001 and end on April 30, 2001.
(b) Enrollment. Any individual who, on the day preceding the first day of an
Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such Offering Period by executing the enrollment
form prescribed for this purpose by the Committee. The enrollment form shall be
filed with the Company at the prescribed location not later than 10 days prior
to the commencement of such Offering Period.
(c) Duration of Participation. Once enrolled in the Plan, a Participant shall
continue to participate in the Plan until he or she ceases to be an Eligible
Employee, withdraws from the Plan under Section 5(a) or reaches the end of the
Offering Period in which his or her employee contributions were discontinued
under Section 4(d) or 8(b). A Participant who discontinued employee
contributions under Section 4(d) or withdrew from the Plan under Section 5(a)
may again become a Participant, if he or she then is an Eligible Employee, by
following the procedure described in Subsection (b) above. A Participant whose
employee contributions were discontinued automatically under Section 8(b) shall
automatically resume participation at the beginning of the earliest Offering
Period ending in the next calendar year, if he or she then is an Eligible
Employee.
SECTION 4.........EMPLOYEE CONTRIBUTIONS.
(a) Frequency of Payroll Deductions. A Participant may purchase shares of Stock
under the Plan solely by means of payroll deductions. Payroll deductions, as
designated by the Participant pursuant to Subsection (b) below, shall occur on
each payday during participation in the Plan.
(b) Amount of Payroll Deductions. An Eligible Employee shall designate on the
enrollment form the portion of his or her Compensation that he or she elects to
have withheld for the purchase of Stock. Such portion shall be a whole
percentage of the Eligible Employee's Compensation, but not less than 1% nor
more than 15%.
(c) Changing Withholding Rate. If a Participant wishes to change the rate of
payroll withholding, he or she may do so by filing a new enrollment form with
the Company at the prescribed location at any time. The new withholding rate
shall be effective as soon as reasonably practicable after such form has been
received by the Company. The new withholding rate shall be a whole percentage of
the Eligible Employee's Compensation, but not less than 1% nor more than 15%.
(d) Discontinuing Payroll Deductions. If a Participant wishes to discontinue
employee contributions entirely, he or she may do so by filing a new enrollment
form with the Company at the prescribed location at any time. Payroll
withholding shall cease as soon as reasonably practicable after such form has
been received by the Company. (In addition, employee contributions may be
discontinued automatically pursuant to Section 8(b).) A Participant who has
discontinued employee contributions may resume such contributions by filing a
new enrollment form with the Company at the prescribed location. Payroll
withholding shall resume as soon as reasonably practicable after such form has
been received by the Company.
(e) Limit on Number of Elections. No Participant shall make more than 2
elections under Subsection (c) or (d) above during any Offering Period.
SECTION 5.........WITHDRAWAL FROM THE PLAN.
(a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the
prescribed form with the Company at the prescribed location at any time before
the last day of an Offering Period. As soon as reasonably practicable
thereafter, payroll deductions shall cease and the entire amount credited to the
Participant's Plan Account shall be refunded to him or her in cash, without
interest. No partial withdrawals shall be permitted.
(b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn from
the Plan shall not be a Participant until he or she re-enrolls in the Plan under
Section 3(b). Re-enrollment may be effective only at the commencement of an
Offering Period.
SECTION 6.........CHANGE IN EMPLOYMENT STATUS.
(a) Termination of Employment. Termination of employment as an Eligible Employee
for any reason, including death, shall be treated as an automatic withdrawal
from the Plan under Section 5(a). (A transfer from one Participating Company to
another shall not be treated as a termination of employment.)
(b) Leave of Absence. For purposes of the Plan, employment shall not be deemed
to terminate when the Participant goes on a military leave, a sick leave or
another bona fide leave of absence, if the leave was approved by the Company in
writing. Employment, however, shall be deemed to terminate 90 days after the
Participant goes on a leave, unless a contract or statute guarantees his or her
right to return to work. Employment shall be deemed to terminate in any event
when the approved leave ends, unless the Participant immediately returns to
work.
(c) Death. In the event of the Participant's death, the amount credited to his
or her Plan Account shall be paid to a beneficiary designated by him or her for
this purpose on the prescribed form or, if none, to the Participant's estate.
Such form shall be valid only if it was filed with the Company at the prescribed
location before the Participant's death.
SECTION 7.........PLAN ACCOUNTS AND PURCHASE OF SHARES.
(a) Plan Accounts. The Company shall maintain a Plan Account on its books in the
name of each Participant. Whenever an amount is deducted from the Participant's
Compensation under the Plan, such amount shall be credited to the Participant's
Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may
be commingled with the Company's general assets and applied to general corporate
purposes. No interest shall be credited to Plan Accounts.
(b) Purchase Price. The Purchase Price for each share of Stock purchased at the
close of an Offering Period shall be the lower of:
(i) 85% of the Fair Market Value of such share on the last trading day in such
Offering Period; or
(ii) 85% of the Fair Market Value of such share on the last trading day before
the commencement of such Offering Period.
(c) Number of Shares Purchased. As of the last day of each Offering Period, each
Participant shall be deemed to have elected to purchase the number of shares of
Stock calculated in accordance with this Subsection (c), unless the Participant
has previously elected to withdraw from the Plan in accordance with Section
5(a). The amount then in the Participant's Plan Account shall be divided by the
Purchase Price, and the number of shares that results shall be purchased from
the Company with the funds in the Participant's Plan Account. The foregoing
notwithstanding, no Participant shall purchase more than 500 shares of Stock
with respect to any Offering Period nor more than the amounts of Stock set forth
in Sections 8(b) and 13(a). The Committee may determine with respect to all
Participants that any fractional share, as calculated under this Subsection (c),
shall be (i) rounded down to the next lower whole share or (ii) credited as a
fractional share.
(d) Available Shares Insufficient. In the event that the aggregate number of
shares that all Participants elect to purchase during an Offering Period exceeds
the maximum number of shares remaining available for issuance under Section
13(a), then the number of shares to which each Participant is entitled shall be
determined by multiplying the number of shares available for issuance by a
fraction, the numerator of which is the number of shares that such Participant
has elected to purchase and the denominator of which is the number of shares
that all Participants have elected to purchase.
(e) Issuance of Stock. Certificates representing the shares of Stock purchased
by a Participant under the Plan shall be issued to him or her as soon as
reasonably practicable after the close of the applicable Offering Period, except
that the Committee may determine that such shares shall be held for each
Participant's benefit by a broker designated by the Committee (unless the
Participant has elected that certificates be issued to him or her). Shares may
be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship or
as community property.
(f) Tax Withholding. To the extent required by applicable federal, state, local
or foreign law, a Participant shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise in
connection with the Plan. The Company shall not be required to issue any shares
of Stock under the Plan until such obligations are satisfied.
(g) Unused Cash Balances. Any amount remaining in the Participant's Plan Account
that represents the Purchase Price for a fractional share shall be carried over
in the Participant's Plan Account to the next Offering Period. Any amount
remaining in the Participant's Plan Account that represents the Purchase Price
for whole shares that could not be purchased by reason of Subsection (c) above,
Section 8(b) or Section 13(a) shall be refunded to the Participant in cash,
without interest.
(h) Stockholder Approval. Any other provision of the Plan notwithstanding, no
shares of Stock shall be purchased under the Plan unless and until the Company's
stockholders have approved the adoption of the Plan.
SECTION 8.........LIMITATIONS ON STOCK OWNERSHIP.
(a) Five Percent Limit. Any other provision of the Plan notwithstanding, no
Participant shall be granted a right to purchase Stock under the Plan if such
Participant, immediately after his or her election to purchase such Stock, would
own stock possessing more than 5% of the total combined voting power or value of
all classes of stock of the Company or any parent or Subsidiary of the Company.
For purposes of this Subsection (a), the following rules shall apply:
(i) Ownership of stock shall be determined after applying the attribution rules
of section 424(d) of the Code;
(ii) Each Participant shall be deemed to own any stock that he or she has a
right or option to purchase under this or any other plan; and
(iii)Each Participant shall be deemed to have the right to purchase 500 shares
of Stock under this Plan with respect to each Offering Period.
(b) Dollar Limit. Any other provision of the Plan notwithstanding, no
Participant shall purchase Stock with a Fair Market Value in excess of the
following limit:
(i) In the case of Stock purchased during an Offering Period that commenced
in the current calendar year, the limit shall be equal to (A) $25,000
minus (B) the Fair Market Value of the Stock that the Participant
previously purchased in the current calendar year (under this Plan and
all other employee stock purchase plans of the Company or any parent or
Subsidiary of the Company).
(ii) In the case of Stock purchased during an Offering Period that commenced
in the immediately preceding calendar year, the limit shall be equal to
(A) $50,000 minus (B) the Fair Market Value of the Stock that the
Participant previously purchased (under this Plan and all other
employee stock purchase plans of the Company or any parent or
Subsidiary of the Company) in the current calendar year and in the
immediately preceding calendar year.
For purposes of this Subsection (b), the Fair Market Value of Stock shall be
determined in each case as of the beginning of the Offering Period in which such
Stock is purchased. Employee stock purchase plans not described in section 423
of the Code shall be disregarded. If a Participant is precluded by this
Subsection (b) from purchasing additional Stock under the Plan, then his or her
employee contributions shall automatically be discontinued and shall resume at
the beginning of the earliest Offering Period ending in the next calendar year
(if he or she then is an Eligible Employee).
SECTION 9.........RIGHTS NOT TRANSFERABLE.
The rights of any Participant under the Plan, or any Participant's
interest in any Stock or moneys to which he or she may be entitled under the
Plan, shall not be transferable by voluntary or involuntary assignment or by
operation of law, or in any other manner other than by beneficiary designation
or the laws of descent and distribution. If a Participant in any manner attempts
to transfer, assign or otherwise encumber his or her rights or interest under
the Plan, other than by beneficiary designation or the laws of descent and
distribution, then such act shall be treated as an election by the Participant
to withdraw from the Plan under Section 5(a).
SECTION 10........NO RIGHTS AS AN EMPLOYEE.
Nothing in the Plan or in any right granted under the Plan shall confer
upon the Participant any right to continue in the employ of a Participating
Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Participating Companies or of the
Participant, which rights are hereby expressly reserved by each, to terminate
his or her employment at any time and for any reason, with or without cause.
SECTION 11........NO RIGHTS AS A STOCKHOLDER.
A Participant shall have no rights as a stockholder with respect to any
shares of Stock that he or she may have a right to purchase under the Plan until
such shares have been purchased on the last day of the applicable Offering
Period.
SECTION 12........SECURITIES LAW REQUIREMENTS.
Shares of Stock shall not be issued under the Plan unless the issuance
and delivery of such shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company's securities may then be traded.
SECTION 13........STOCK OFFERED UNDER THE PLAN.
(a) Authorized Shares. The aggregate number of shares of Stock available for
purchase under the Plan shall be 1,300,000, subject to adjustment pursuant to
this Section 13. On the first trading day of each calendar year, commencing with
2002, the aggregate number of shares of Stock available for purchase during the
life of the Plan shall automatically increase by a number equal to the lesser of
(a) 1% of the total number of shares of Stock then outstanding or (b) 750,000
shares (subject to adjustment pursuant to this Section 13).
(b) Anti-Dilution Adjustments. The aggregate number of shares of Stock offered
under the Plan, the 500-share limitation described in Section 7(c) and the price
of shares that any Participant has elected to purchase shall be adjusted
proportionately by the Committee for any increase or decrease in the number of
outstanding shares of Stock resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, any other increase or decrease in
such shares effected without receipt or payment of consideration by the Company,
the distribution of the shares of a Subsidiary to the Company's stockholders or
a similar event.
(c) Reorganizations. Any other provision of the Plan notwithstanding,
immediately prior to the effective time of a Corporate Reorganization, the
Offering Period then in progress shall terminate and shares shall be purchased
pursuant to Section 7, unless the Plan is continued or assumed by the surviving
corporation or its parent corporation. The Plan shall in no event be construed
to restrict in any way the Company's right to undertake a dissolution,
liquidation, merger, consolidation or other reorganization.
SECTION 14........AMENDMENT OR DISCONTINUANCE.
The Board shall have the right to amend, suspend or terminate the Plan
at any time and without notice. Except as provided in Section 13, any increase
in the aggregate number of shares of Stock to be issued under the Plan shall be
subject to approval by a vote of the stockholders of the Company. In addition,
any other amendment of the Plan shall be subject to approval by a vote of the
stockholders of the Company to the extent required by an applicable law or
regulation. The Plan shall terminate automatically 20 years after its adoption
by the Board, unless (a) the Plan is extended by the Board and (b) the extension
is approved within 12 months by a vote of the stockholders of the Company.
SECTION 15........DEFINITIONS.
(a) "Board" means the Board of Directors of the Company, as constituted from
time to time.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means a committee of the Board, as described in Section 2.
(d) "Company" means 1-800-Flowers.com, Inc., a Delaware corporation.
(e) "Compensation" means (i) the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions, overtime pay and shift premiums, plus (ii)
any pre-tax contributions made by the Participant under section 401(k) or 125 of
the Code. "Compensation" shall exclude all non-cash items, moving or relocation
allowances, cost-of-living equalization payments, car allowances, tuition
reimbursements, imputed income attributable to cars or life insurance, severance
pay, fringe benefits, contributions or benefits received under employee benefit
plans, income attributable to the exercise of stock options, and similar items.
The Committee shall determine whether a particular item is included in
Compensation.
(f) "Corporate Reorganization" means:
(i) The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization; or
(ii) The sale, transfer or other disposition of all or substantially all of the
Company's assets or the complete liquidation or dissolution of the Company.
(g) "Eligible Employee" means any employee of a Participating Company who meets
both of the following requirements:
(i) His or her customary employment is for more than five months per calendar
year and for more than 20 hours per week; and
(ii) He or she has been an employee of a Participating Company for not less than
6 consecutive months. However, for the first Offering Period beginning on
February 1, 2001, the requirement stated in this subsection (ii) shall be
disregarded.
The foregoing notwithstanding, an individual shall not be considered an Eligible
Employee if his or her participation in the Plan is prohibited by the law of any
country which has jurisdiction over him or her or if he or she is subject to a
collective bargaining agreement that does not provide for participation in the
Plan.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(i) "Fair Market Value" means the market price of Stock, determined by the
Committee as follows:
(i) If the Stock was traded on The Nasdaq National Market or The Nasdaq
SmallCap Market on the date in question, then the Fair Market Value
shall be equal to the last-transaction price quoted for such date by
such Market;
(ii) If the Stock was traded on a stock exchange on the date in question,
then the Fair Market Value shall be equal to the closing price reported
by the applicable composite transactions report for such date; or
(iii) If none of the foregoing provisions is applicable, then the Committee
shall determine the Fair Market Value in good faith on such basis as it
deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in The Wall Street Journal or as reported
directly to the Company by Nasdaq or a stock exchange. Such determination shall
be conclusive and binding on all persons.
(j) "Offering Period" means a six-month period with respect to which the right
to purchase Stock may be granted under the Plan, as determined pursuant to
Section 3(a).
(k) "Participant" means an Eligible Employee who elects to participate in the
Plan, as provided in Section 3(b).
(l) "Participating Company" means (i) the Company and (ii) each present or
future Subsidiary designated by the Committee as a Participating Company.
(m) "Plan" means this 1-800-Flowers.com, Inc. 2001 Employee Stock Purchase Plan,
as it may be amended from time to time.
(n) "Plan Account" means the account established for each Participant pursuant
to Section 7(a).
(o) "Purchase Price" means the price at which Participants may purchase Stock
under the Plan, as determined pursuant to Section 7(b).
(p) "Stock" means the Common Stock of the Company.
(q) "Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
