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EXHIBIT 99.1
ALLIED RISER COMMUNICATIONS CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose
The Allied Riser Communications Corporation 2000 Employee Stock Purchase
Plan (the "Plan") is intended to provide eligible employees of Allied Riser
Communications Corporation (the "Company") and such other companies, whether or
not currently in existence or currently affiliated with the Company
("Participating Companies"), as the Board of Directors of the Company (the
"Board") or the Committee (as defined below) shall from time to time designate,
with a convenient method of becoming shareholders of the Company; provided that
each such Participating Company shall qualify as a "parent corporation" or
"subsidiary corporation" (a "Corporate Affiliate"), as defined in Section 424(e)
and (f) of the Internal Revenue Code of 1986, as amended (the "Code"), on the
first day of the relevant Offering Period (as such term is defined in Section
5). It is further intended that the Plan shall qualify as an "employee stock
purchase plan" as defined in Section 423 of the Code.
2. Administration
(a) Administrative Body. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board. The Committee shall have full
authority to interpret and construe any provision of the Plan and to adopt such
rules and regulations for administering the Plan as it may deem necessary.
Decisions of the Committee shall be final and binding on all parties who have an
interest in the Plan. The Committee may delegate any of its duties and
responsibilities under the Plan.
(b) Rule 16b-3 Limitations. Notwithstanding the provisions of Section 2(a),
in the event that Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, or any successor provision ("Rule 16b-3") provides specific
requirements for the administrators of plans of this type, the Plan shall only
be administered by such a body and in such a manner as shall comply with the
applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no
discretion concerning decisions regarding the Plan shall be afforded to any
committee or person that is not "disinterested" as that term is used in Rule
16b-3.
3. Effective Date and Term of Plan
(a) Effective Date; Approval of Shareholders. The Plan shall take effect
upon adoption by the Board; provided, however, that any purchase rights and
purchases under the Plan shall be null and void unless the Plan is approved by a
vote of the holders of a majority of the total number of outstanding shares of
the common stock of the Company ("Common Stock") present in person or by proxy
at a meeting at which a quorum representing a majority of the outstanding Common
Stock is present in person or by proxy, which approval must occur within the
period of 12 months before or after the date the Plan is adopted by the Board.
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(b) Termination of Plan. The Plan shall continue in effect until the date
on which all shares of Common Stock available for issuance under the Plan shall
have been issued unless earlier terminated pursuant to Section 4(b) or 10.
4. Stock Subject to the Plan
(a) Number of Shares. The stock subject to the Plan shall be shares of
Common Stock which are authorized but unissued or which have been reacquired by
the Company. In connection with the sale of shares of Common Stock under the
Plan, the Company may repurchase shares of Common Stock in the open market. The
aggregate number of shares of Common Stock which may be issued pursuant to the
Plan shall not exceed 1,000,000 shares (subject to further adjustment thereafter
as provided in Section 4(b)).
(b) Adjustment. If any change is made in the Common Stock subject to the
Plan, or subject to any purchase right granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, split-up,
spin-off, combination of shares, exchange of shares, change in corporate
structure, or otherwise), the Committee may make appropriate adjustments as to
(i) the class and maximum number of shares subject to the Plan, (ii) the class
and maximum number of shares purchasable by each participant per Offering Period
and (iii) the class and number of shares and price per share of stock subject to
outstanding purchase rights, in order to prevent the dilution or enlargement of
benefits thereunder. Moreover, in the event of any such transaction or event,
the Committee may provide in substitution for any or all outstanding purchase
rights under this Plan such alternate consideration as it, in good faith, may
determine to be equitable in the circumstances.
5. Offering Periods
(a) Terms of Offering Period. Common Stock shall be offered for purchase
under the Plan through a series of successive offering periods ("Offering
Periods") until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been issued pursuant to
purchase rights granted under the Plan or (ii) the Plan shall have been sooner
terminated in accordance with Section 4(b) or 10. The Committee shall determine,
in its discretion, the length of each Offering Period, provided that no Offering
Period shall have a term exceeding 27 months.
(b) Initial Offering Periods. The initial Offering Period under the Plan
shall begin on July 1, 2000 and shall end on September 30, 2000. Unless the
Committee otherwise determines, subsequent Offering Periods shall be for a
period of three calendar months, commencing on each October 1, January 1, April
1 and July 1 during the term of the Plan.
(c) Purchase Rights. Each participant shall be granted a separate purchase
right for each Offering Period in which the individual participates. The
purchase right shall be granted on the first day of such Offering Period and
shall be automatically exercised on the last day of the Offering Period.
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6. Eligibility and Participation
(a) General Rules. Each employee of the Company or any of the Participating
Companies whose customary employment with the Company or any Participating
Company is at least five months per calendar year and who has not less than one
month of service with the Company or any Participating Company shall be an
eligible employee. An employee may participate in an Offering Period if the
employee is an eligible employee on the first day of the Offering Period.
Eligible employees may become participants with respect to an Offering Period by
executing such instruments as the Committee may specify and delivering them to
such persons and at such time prior to the first day of that Offering Period as
the Committee may specify.
(b) Five Percent Owner. Under no circumstances shall purchase rights be
granted under the Plan to any employee if such individual would, immediately
after the grant, own (within the meaning of Code Section 424(d)), or hold
outstanding options or other rights to purchase, stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the Company or any Corporate Affiliate.
7. Purchase Rights
Purchase rights shall be evidenced by instruments in such form as the
Committee may from time to time approve, and shall conform to the following
terms and conditions:
(a) Purchase Price. The purchase price ("Purchase Price") per share of each
share of Common Stock purchased on any date within an Offering Period shall be
the lower of (i) eighty-five percent (85%) of the fair market value per share of
the Company's Common Stock on the first day of the Offering Period and (ii)
eighty-five percent (85%) of the fair market value per share of the Company's
Common Stock on the purchase date.
(b) Fair Market Value. For purposes of the Plan, the fair market value per
share of the Company's Common Stock on any day shall be the closing price on
that date as reported by the National Association of Securities Dealers on the
Nasdaq National Market, or on the next regular business date on which shares of
the Common Stock are traded in the event that no shares of the Common Stock have
been traded on the relevant day. If the Nasdaq National Market shall cease to be
the primary exchange or market for the Company's Common Stock, fair market value
shall be determined based on the closing price (or, if not available, the mean
between the high and low selling or bid and asked prices) as reported for the
exchange or market that the Committee determines to be the primary market for
such Common Stock.
(c) Payroll Deductions. Payment for Common Stock under the Plan shall be
effected by means of the participant's authorized payroll deductions or such
other means as the Committee may authorize. Such deductions shall begin with the
first pay day following the commencement of the Offering Period and shall
(unless sooner terminated by the participant) remain in effect throughout that
Offering Period. No interest shall accrue on any amounts withheld from a
participant's compensation or otherwise held in an account established for a
participant. The Committee may permit participants to elect payroll deductions
pursuant to one or either of the following methods:
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(i) Flat Dollar Amount. A participant may elect an amount, per
biweekly payroll check, to be contributed to the Plan, that is, on an
annualized basis, not in excess of ten percent (10%) of his or her
compensation (as defined below) on an annualized basis. The minimum
contribution is $20 per payroll check.
(ii) Percentage of Compensation. A participant may elect a percentage
of the participant's compensation paid during the Offering Period, in one
percent (1%) increments (not to exceed ten percent (10%)), to be
contributed to the Plan. Compensation for this purpose means the
participant's total compensation, which includes regular base earnings paid
by the Company or a Participating Company, sales commissions, overtime,
bonuses and incentive payments, and elective contributions that are not
includible in income under Sections 125 and 401(k) of the Code, or any
other definition of compensation that complies with the requirements of
Section 423(b)(5) of the Code.
(d) Number of Shares. On the first day of any Offering Period, the Company
shall be deemed to have granted under this Plan to the participant an option for
as many full shares of Common Stock as he or she will be able to purchase with
the payroll deductions credited to his or her account during the Offering
Period. The maximum number of shares of Common Stock which can be purchased by
any one participant during any Offering Period shall not exceed 1,000 shares of
Common Stock.
(e) Termination of or Changes to Payroll Deductions. A participant may
terminate payroll deductions at any time by filing the appropriate form with the
Committee. Such termination shall become effective as soon as administratively
practicable following the receipt of such form. Any payroll deductions
previously collected from the participant and not previously applied to the
purchase of Common Stock during that Offering Period shall be refunded to the
participant as soon as practicable. Termination of payroll deductions in a given
Offering Period will not affect the participant's ability to participate in any
subsequent Offering Period. Prior to the commencement of any new Offering
Period, a participant may resume, increase or decrease payroll deductions by
filing the appropriate form with the Committee. The new payroll deduction shall
become effective on the first day of the first Offering Period following the
receipt of such form.
(f) Termination of Employment. If a participant ceases to be employed by
the Company or a Participating Company for any reason, including death or
disability, prior to the end of an Offering Period, the participant's purchase
right shall terminate, and any payroll deductions previously collected from the
participant and not previously applied to the purchase of Common Stock during
that Offering Period shall be paid to the participant or the participant's
personal representative as soon as practicable. The Committee may provide, on a
uniform basis with respect to any Offering Period, that an employee who is on a
leave of absence shall be deemed to have terminated employment after a specified
period.
(g) Proration of Purchase Rights. If the total number of shares of Common
Stock for which purchase rights are to be granted on any date in accordance with
the terms of the Plan exceeds the number of shares of Common Stock then
remaining available under the Plan (after deduction of all shares of Common
Stock for which purchase rights have been exercised or are
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then outstanding), the Committee shall make a pro-rata allocation of the shares
of Common Stock remaining available in as near as uniform a manner as shall be
practicable and as it shall deem equitable. The Committee shall give written
notice of such allocation to each participant affected thereby.
(h) Exercise. Each purchase right shall be exercised automatically on the
purchase date for the number of whole shares of Common Stock purchasable with
the amount in a participant's account, unless the purchase right has been
previously terminated pursuant to Section 7(e) or 7(f). No fractional shares may
be purchased under the Plan. Any cash remaining in a participant's account after
the purchase date shall be promptly refunded to the participant.
(i) Assignment. Subject to Section 8, purchase rights under the Plan shall
not be assignable or transferable by the participant other than by will or by
the laws of descent and distribution and during the life of the participant
shall be exercisable only by the participant.
(j) Rights as Stockholder. A participant shall have no rights as a
stockholder with respect to shares of Common Stock covered by any purchase right
granted under the Plan until the purchase right is exercised. Except as provided
for in Section 4(b), no adjustments shall be made for dividends or other rights
for which the record date is prior to the date of exercise.
(k) Accrual Limitations. No purchase right shall permit the rights of a
participant to purchase stock under all "employee stock purchase plans" (as
defined in Section 423 of the Code) of the Company or a Corporate Affiliate to
accrue at a rate that exceeds $25,000 of fair market value of such stock
(determined at the time such purchase right is granted) for each calendar year
in which such purchase right is outstanding at any time. For Offering Periods of
less than one year, the Committee may, by uniform rule applicable to each
participant, limit the accrual rate to a pro-rata portion of such $25,000.
(l) Regulatory Approval. The implementation of the Plan, the granting of
any purchase right under the Plan, and the issuance of Common Stock upon the
exercise of any such purchase right shall be subject to the Company's compliance
with all applicable requirements of the Securities Act of 1933, all applicable
listing requirements of any securities exchange on which the Common Stock is
listed and all other applicable requirements established by law or regulation.
(m) Other Provisions. Instruments evidencing purchase rights may contain
such other provisions, not inconsistent with the Plan, as the Committee deems
advisable.
8. Designation of Beneficiary
A participant may file a written designation of a beneficiary who is to
receive shares of Common Stock and cash, if any, credited on behalf of the
participant under the Plan in the event of such participant's death. Such
designation of beneficiary may be changed by the participant at any time by
filing the appropriate form with the Committee. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares of Common Stock 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 shall
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deliver such shares of Common Stock and/or cash to the participant's spouse or
if no spouse is living, to the children of the participant in equal shares.
9. Corporate Transactions
The grant of purchase rights under this Plan shall in no way affect the
right of the Company to adjust, reclassify, reorganize, or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
10. Amendment and Termination
The Board may from time to time alter, amend, suspend, or discontinue the
Plan with respect to any shares of Common Stock at any time not subject to
purchase rights; provided, however, that no such action of the Board may,
without the approval of stockholders of the Company, (i) increase the number of
shares of Common Stock subject to the Plan (unless necessary to effect the
adjustments required under Section 4(b)), or (ii) make any other change with
respect to which the Board determines that stockholder approval is required by
applicable law or regulatory standards or with respect to which stockholder
approval is required in order to maintain the Plan's status as an "employee
stock purchase plan" under Section 423 of the Code.
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