EXHIBIT 10.1
PLASTICS MFG. COMPANY
EMPLOYEE STOCK PURCHASE PLAN
PLASTICS MFG. COMPANY
EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT OF PLAN.
Plastics Mfg. Company, a Wisconsin corporation (the "Company"),
hereby adopts the Plastics Mfg. Company Employee Stock Purchase Plan as
hereinafter set forth (the "Plan") effective as of July 7, 2000.
2. STOCK SUBJECT TO PLAN.
A total of 200,000 shares of the common stock of the Company (the
"Common Stock") will be available for issuance to employees who
purchase shares in accordance with the terms of the Plan, subject
to adjustments effected in accordance with Section 11.
3. PURPOSE.
The purposes of the Plan are (a) to provide a means by which
employees of the Company, its wholly owned subsidiary, TecStar Mfg.
Company ("TecStar"), and employees of its other affiliates may purchase
Common Stock and thereby enhance their sense of participation in the
affairs of the Company and its affiliates and (b) to provide an
incentive for continued employment. For purposes of this Plan, the
term "affiliate" shall have the meaning set forth in Securities and
Exchange Commission Rule 405.
4. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors of
the Company (the "Board"). Subject to the provisions of the Plan, the
Board shall have exclusive authority, in its discretion, to determine
all matters relating to the Plan, including all terms, conditions,
restrictions thereof, and to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it
shall from time to time deem advisable, to interpret the terms and
provisions of the Plan, and to otherwise supervise the administration
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of the Plan. The Board's exercise of discretion and interpretation of
the Plan, its rules and regulations, and all actions taken and
determinations made by the Board pursuant to the Plan shall be
conclusive and binding on all parties involved or affected.
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(b) The Board may delegate its administrative duties and authority
otherwise granted it pursuant to subsection 4(a) to any person or
persons selected by it, as it deems advisable.
(c) All expenses incurred in connection with the administration of
the Plan shall be paid by the Company.
(d) No member of the Board, no executive officer or other employee
of the Company, and no other agent or representative of the Company
shall be liable for any act, omission, interpretation, construction, or
determination made in connection with the Plan in good faith, and all
such persons shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage, or expense
(including attorneys' fees) arising therefrom to the full extent
permitted by law, except as otherwise may be provided in the Company's
articles of incorporation and/or by-laws, and under any directors' and
officers' liability insurance that may be in effect from time to time.
5. ELIGIBILITY.
(a) Each employee of the Company, TecStar, and each member of the
MGS Group of companies which is an affiliate is eligible to participate
in the Plan for any Offering Period (as hereinafter defined) under the
Plan.
(b) For all purposes of the Plan, the terms "MGS Group" or "MGS
Group of companies" shall mean those companies which are directly or
indirectly, through one or more intermediaries, controlled by or under
common control with Mark G. Sellers, the President of the Company as of
the effective date of the Plan.
6. OFFERING PERIODS.
Each offering period of the Plan (individually, an "Offering
Period") shall be for such period of time as the Board shall, from
time to time, and at any time., determine; provided, however, that the
first Offering Period shall commence on July 11, 2000 and shall end at
4:00 p.m. on July 31, 2000. Notwithstanding the determination of an
Offering Period by the Board, the Board shall have the express
authority to shorten, extend, terminate or otherwise modify an Offering
Period if, in its sole judgment, such action is required in the best
interests of the Company or its shareholders or is required in order to
comply with any provision of federal or state securities laws.
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7. PARTICIPATION IN THE PLAN.
An eligible employee may become a participant in the Plan during
any Offering Period by delivering to the Company, on or before the
expiration of the Offering Period, a properly completed Stock Purchase
Form together with full payment for the number of shares of Common
Stock to be purchased in accordance with the Form.
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8. PURCHASE PRICE.
The purchase price for shares of Common Stock to be sold by the
Company during any Offering Period shall be the fair market value of
the Common Stock as determined in the good faith judgment of the Board.
The Board shall not be required to secure an appraisal or other
valuation of any kind in reaching a determination of the fair market
value of the Common Stock.
9. PURCHASE OF SHARES AND ISSUANCE OF SHARES.
The date of purchase of shares of Common Stock under the Plan shall
be the last day of the Offering Period in which the fully completed
Stock Purchase Form and full payment for the number of shares described
thereon is received by the Company pursuant to Section 7. The Company
shall cause a stock certificate representing the number of shares
purchased by an employee during any Offering Period to be issued
within a reasonable period of time following the last day of the
Offering Period.
10. LIMITATIONS ON RIGHTS TO PURCHASE.
If the number of shares to be purchased during an Offering Period
by all employees exceeds the number of shares then available for
issuance under the Plan, the Board shall make a PRO RATA allocation of
the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Board shall determine to be equitable. In such
event, the Company shall give written notice of such reduction of the
number of shares to be purchased to each participant affected thereby.
11. CAPITAL CHANGES.
(a) If the Company shall, after the effective date of the Plan,
change the Common Stock into a greater or lesser number of shares
through a stock dividend, stock split-up or combination of shares, the
number of shares then subject to the Plan as provided for in Section 2
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shall all be proportionately increased or decreased as of the record
date for such stock dividend, stock split-up or combination of shares
in order to give effect thereto.
(b) If, after the effective date of the Plan, there shall be any
change in the Common Stock or other change in the capitalization of the
Company other than through a stock dividend, stock split-up or
combination of shares, including, but not limited to, a change which
results from a merger, consolidation, spin-off, or other distribution
of stock or property of the Company, any reorganization (whether or not
such reorganization is within the meaning of Section 368 of the
Internal Revenue Code), or any partial or complete liquidation of the
Company, then if, and only if, the Board shall determine that such
change equitably requires an adjustment in the number or kind of shares
of stock then reserved for issuance under Section 2 such adjustment as
the Board shall determine is equitable and as shall be approved by the
Board shall be made and shall be effective and binding for all purposes
of the Plan.
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12. NO RIGHTS TO CONTINUED EMPLOYMENT; NO IMPLIED RIGHTS.
The Plan shall not constitute a contract of employment with any
participant nor shall confer any right on any employee to remain in the
employ of the Company or any affiliate or restrict the right of the
Company or any affiliate to terminate such employee's employment.
13. NOTICES.
All notices or other communications by a participant to the Board
or 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 Board or the Company,
as the case may be, for the receipt thereof. All notices or other
communications to a participant by the Board or Company under or in
connection with the Plan shall be deemed to have been duly given to the
participant when (a) mailed to the participant's home address as
indicated in the records of his employer, (b) in such manner as is
customarily used by the Company in communicating with its employees and
the employees of its affiliates with respect to the Plan or other
employment matters, or (c) personal delivery to the participant.
14. AMENDMENT OF PLAN.
The Board may amend the Plan from time to time and at any time in
such respects as it shall deem advisable.
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15. TERMINATION OF THE PLAN.
The Board may suspend or terminate the Plan at any time. Unless
the Plan shall have been previously terminated by the Board, the Plan
shall terminate on September 30, 2002.
16. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.
Shares of Common Stock shall not be issued pursuant to the Plan
unless the issuance and delivery of such shares 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, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated
quotation system 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.
17. GOVERNING LAW.
The Plan and actions taken under the Plan shall be governed by and
construed in accordance with the laws of the State of Wisconsin without
reference to principles of conflict of laws.
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