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Exhibit 10.22
YOUCENTRIC, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - INTRODUCTION
1.1 STATEMENT OF PURPOSE. The purpose of the Plan is to
provide each Eligible Employee an opportunity to purchase Stock. The Board
believes that employee participation in ownership will be to the mutual benefit
of both the employees and the Company.
1.2 INTERNAL REVENUE CODE CONSIDERATIONS. The Plan is intended
to constitute an "employee stock purchase plan" within the meaning of Code
section 423. The provisions of the Plan shall be construed so as to extend and
limit participation in a manner consistent with the requirements of the Code.
ARTICLE II - DEFINITIONS
2.1 "ADMINISTRATOR" means the individual or committee (which
may be a committee of the Board) appointed by the Board to administer the Plan,
as provided in Section 6.4 hereof.
2.2 "BOARD" means the Board of Directors of the Company.
2.3 "CODE" means the Internal Revenue Code of 1986, as
amended.
2.4 "COMPANY" means YOUcentric, Inc., a North Carolina
corporation.
2.5 "COMPENSATION" means the total base earnings paid, during
the period of reference, to an Employee by the Employer, including regular
salary or wages, but excluding overtime payments, bonuses, commissions, vacation
pay and expense reimbursements and other compensation, to which has been added
(a) any elective deferral amounts by which the Employee has had his current
remuneration reduced for the purposes of funding a contribution to any plan
sponsored by the Employer and satisfying the requirements of section 401(k) of
the Code, and (b) any amounts by which the Employee's compensation has been
reduced pursuant to a compensation reduction agreement between the Employee and
the Employer for the purpose of funding benefits through any cafeteria plan
sponsored by the Employer meeting the requirements of section 125 of the Code.
2.6 "CONTINUOUS SERVICE" means the period of time during which
the Employee has been employed by the Employer and during which there has been
no interruption of the Employee's employment by the Employer. For this purpose,
periods of Excused Absence shall not be considered to be interruptions of
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Continuous Service. Continuous Service shall, at the election of the Committee,
include periods of service with a corporation or other entity acquired by an
Employer after the Effective Date.
2.7 "EFFECTIVE DATE" shall mean January 1, 2001, subject to
the completion of Company's firmly underwritten initial public offering of Stock
prior to that date, if within twelve months before or after that date the Plan
is or has been approved at a meeting of the stockholders of the Company by the
affirmative vote of the holders of the majority of the Stock outstanding.
2.8 "ELIGIBLE EMPLOYEE" means each Employee who has completed
three (3) months of Continuous Service other than:
(a) an Employee whose customary employment is for 20 or fewer
hours per week,
(b) an Employee whose customary employment is for not more
than five months in any calendar year, and
(c) an Employee who immediately after a grant of an option
under this Plan owns (or is deemed to own pursuant to Code section 424(d)) stock
of the Company and/or holds outstanding option(s) to purchase such 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 subsidiary corporation of the
Company within the meaning of Code section 424(f).
2.9 "EMPLOYEE" means each person whom the Employer treats as a
common law employee for federal payroll tax purposes. For purposes of the Plan,
a person's employment relationship with the Employer shall be deemed to continue
during an Excused Absence.
2.10 "EMPLOYER" means the Company and each Subsidiary.
2.11 "EXCUSED ABSENCE" means an absence pursuant to a leave of
absence granted by the Employer, absence due to disability or illness, absence
by reason of a layoff, or absence by reason of active duty in the armed forces
of the United States. An Excused Absence shall terminate upon the earlier of (a)
the ninety-first (91st) day of any such absence unless the individual's right to
reemployment beyond such date is guaranteed either by statute or by contract, in
which case the Excused Absence shall terminate on the day following the last day
on which such reemployment is so guaranteed, or (b) the last day of the calendar
month in which the leave expires by its terms, the layoff ends by recall or
permanent separation from service, or the individual recovers from illness or
disability.
2.12 "FAIR MARKET VALUE" means the value of the Stock as
determined in good faith by the Administrator, provided, however, that:
(a) if the Stock is admitted to trading on a national
securities exchange, Fair Market Value on any date shall be the closing sale
price reported for the Stock on such exchange on such date or, if no sale was
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reported on such date, on the last date preceding such date on which a sale was
reported;
(b) if the Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or other
comparable quotation system and has been designated as a National Market System
("NMS") security, Fair Market Value on any date shall be the last sale price
reported for the Stock on such system on such date or on the last day preceding
such date on which a sale was reported;
(c) if the Stock is admitted to quotation on NASDAQ and has
not been designated a NMS Security, Fair Market Value on any date shall be the
average of the highest bid and lowest asked prices of the Shares on such system
on such date; or
2.13 "OFFERING DATE" means the first business day of each
Offering Period during which the Plan is in effect.
2.14 "OFFERING PERIOD" means the period of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first business day on or after January 1 and
July 1 each year and terminating on the last business day in the period ending
twenty-four (24) months later. The first Offering Period shall begin on the
first business day on or after the Effective Date. Offering Periods shall be
consecutive and overlapping.
2.15 "PARTICIPANT" means each Eligible Employee who elects to
participate in the Plan.
2.16 "PLAN" means the YOUcentric, Inc. Employee Stock Purchase
Plan, as set forth herein and as may hereafter be amended.
2.17 "PURCHASE AGREEMENT" means the document prescribed by the
Administrator pursuant to which an Eligible Employee has enrolled to be a
Participant.
2.18 "PURCHASE DATE" means the last business day of each
Purchase Period.
2.19 "PURCHASE PERIOD" means each approximate six (6) month
period beginning after one Purchase Date and ending with the next Purchase Date,
except that the first Purchase Period of any Offering Period shall commence on
the Offering Date and end with the next Purchase Date.
2.20 "PURCHASE PRICE" has the meaning set forth in Section 4.3
of this Plan.
2.21 "STOCK" means the Common Stock, no par value, of the
Company.
2.22 "STOCK PURCHASE ACCOUNT" means a bookkeeping account
reflecting all amounts withheld from an Employee's Compensation or otherwise
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paid into the Plan for the purpose of purchasing shares of Stock for such
Employee under the Plan, reduced by all amounts applied to the purchase of Stock
for such Employee under the Plan.
2.23 "SUBSIDIARY" shall mean a corporation described in Code
section 424(f) that has, with the permission of the Administrator, adopted the
Plan. The Subsidiaries are listed on SCHEDULE A attached hereto, which shall be
amended from time to time by the Administrator to reflect the addition and/or
deletion of Subsidiaries.
ARTICLE III - ADMISSION TO PARTICIPATION
3.1 INITIAL PARTICIPATION. Only Eligible Employees may
participate in the Plan. Any Eligible Employee may become a Participant by
executing and filing with the Administrator a Purchase Agreement at such time in
advance of an Offering Date, and on such forms, as the Administrator shall
prescribe for this purpose. The effective date of an Eligible Employee's
participation shall be the Offering Date next following the date on which the
Administrator receives from the Eligible Employee a properly executed and timely
filed Purchase Agreement. A Participant may participate in one Offering Period
at a time; however, participation in the Plan will continue automatically for
successive Offering Periods unless notice is given pursuant to Section 3.2.
3.2 VOLUNTARY DISCONTINUANCE OF PARTICIPATION. Any Participant
may voluntarily withdraw from the Plan by filing a Notice of Withdrawal with the
Administrator at such time in advance of a Purchase Date, and on such forms, as
the Administrator shall prescribe for this purpose. Upon such withdrawal, there
shall be paid to the Participant the amount, if any, credited to his Stock
Purchase Account. The delivery of certificates representing the shares of Stock
held for such Participant under the Plan shall be handled in the manner provided
in Section 4.6.
3.3 INVOLUNTARY DISCONTINUANCE OF PARTICIPATION. If a
Participant ceases to be an Eligible Employee for any reason, the entire amount,
if any, credited to the Participant's Stock Purchase Account shall be refunded
to him (or, in the event of the Participant's death, paid to the Participant's
estate). The delivery of certificates representing the shares of Stock held for
such Participant under the Plan shall be handled in the manner provided in
Section 4.6.
3.4 READMISSION TO PARTICIPATION. Any Eligible Employee who
has previously been a Participant, who has discontinued participation, and who
wishes to be reinstated as a Participant may again become a Participant for any
subsequent Offering Period by executing and filing with the Administrator, at
such time in advance of an Offering Date, and on such forms, as the
Administrator shall prescribe for this purpose, a new Purchase Agreement on
forms provided by the Administrator or through telephone or other electronic
means as may be established by the Administrator. Reinstatement to Participant
status shall be effective as of the Offering Date next following the date on
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which the Administrator receives from the Eligible Employee the properly
executed and timely filed Purchase Agreement, provided that such Purchase
Agreement is filed no later than the deadline in advance of such Offering Date
as prescribed by the Administrator.
ARTICLE IV - STOCK PURCHASE
4.1 RESERVATION OF SHARES. Except as provided in Section 5.2
hereof, the aggregate number of shares of Stock that may be purchased under the
Plan shall be Three Million (3,000,000). Shares of Stock issued pursuant to the
Plan may be either authorized but unissued shares of Stock, or shares of Stock
acquired in the market or directly from shareholders.
4.2 GRANT OF OPTION. On the Offering Date of an Offering
Period, each Eligible Employee participating in the Plan for such Offering
Period shall be granted an option to purchase on each Purchase Date during such
Offering Period, at the Purchase Price specified in Section 4.3 below, subject
to the other limitations set forth in the Plan, the lesser of (a) the number of
whole and fractional shares of Stock that can be purchased by applying the full
balance of his or her Stock Purchase Account to such purchase of shares at such
Purchase Price, or (b) the number of shares of Stock that would not cause the
Participant to exceed the limit of Section 2.8(c). Any portion of a
Participant's Stock Purchase Account that cannot be applied by reason of the
foregoing limitation shall remain in the Participant's Stock Purchase Account
for application to the purchase of Stock on the next Purchase Date (unless
withdrawn before such next Purchase Date). Exercise of such option shall occur
as provided in Section 4.3 below. Such option shall expire on the last day of
the Offering Period.
4.3 EXERCISE OF OPTION AND PURCHASE PRICE OF SHARES. An option
to purchase shares of Stock pursuant to Section 4.2 above shall be exercised
automatically on the Purchase Date, and the maximum number of whole shares of
Stock subject to such option pursuant to Section 4.2 above shall be purchased
for the Participant from the balance in his Stock Purchase Account. The Purchase
Price per share of Stock purchased for a Participant pursuant to any Offering
Period shall be the sum of (a) eighty-five percent (85%) of the Fair Market
Value of such share on the Enrollment Date on which such Offering Period
commences or on the applicable Purchase Date, whichever is lower, and (b) any
transfer, excise, or similar tax imposed on the transaction pursuant to which
such share of Stock is purchased. No fractional shares of Stock shall be
purchased; any monies accumulated in a Participant's Stock Purchase Account
which are not sufficient to purchase a full share of Stock shall be retained in
the Participant's Stock Purchase Account for the subsequent Purchase Period or
Offering Period, subject to earlier withdrawal as provided herein. If the
Purchase Date with respect to the purchase of Stock is a day on which the stock
is selling ex-dividend but is on or before the record date for such dividend,
then for Plan purposes the Purchase Price per share will be increased by an
amount equal to the dividend per share.
4.4 ESTABLISHMENT OF STOCK PURCHASE ACCOUNT.
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(a) Each Participant shall authorize payroll deductions from
his Compensation for the purposes of funding his Stock Purchase Account. In the
Purchase Agreement, each Participant shall authorize a deduction from each
payment of his Compensation during an Offering Period, which deduction shall be
not less than $10.00 nor more than fifteen percent (15%) of the gross amount of
such payment, subject to Section 4.5(c). The Administrator or its designee may
require that any payroll deduction must be made in whole percentages (i.e., 1%,
2%, 3%, etc.) and not in any fraction of a percentage. In addition, the
Administrator may allow, in its sole discretion and subject to such terms and
procedural requirements as it may establish, for the delivery of payments by
Participants directly to the Administrator or its designee, provided, however,
that the total payroll deductions and direct cash payments may not exceed, in
the aggregate for any calendar year, fifteen percent (15%) of the total
Compensation paid such Participant for the respective calendar year. Subject to
Section 3.2, a Participant may not reduce or increase his payroll deduction rate
during any Offering Period. However, a Participant may change the deduction to
any permissible level for any subsequent Offering Period by filing notice
thereof at such time preceding the Offering Date on which such subsequent
Offering Period commences as the Administrator shall determine. If local law
prohibits payroll deductions, for such purpose, any alternative method approved
by the Committee may be substituted. A Participant's payroll deductions may be
decreased by the Committee to the extent necessary to comply with Section 4.5
below.
(b) No interest shall accrue on any amount credited to a Stock
Purchase Account. Pending application of funds credited to Stock Purchase
Accounts to purchase Stock pursuant to section 4.5 and other applicable
provisions of this plan, all amounts credited to such accounts may be used by
the Company for any corporate purpose, and the Company shall not be obligated to
segregate such accounts.
4.5 LIMITATIONS.
(a) Notwithstanding anything contained herein to the contrary,
(i) a Participant may not during any calendar year purchase shares of Stock
having an aggregate Fair Market Value, determined at the time of each Offering
Date during such calendar year, of more than $25,000, and (ii) all rights to
purchase Stock offered on an Offering Date must be exercised within twenty-seven
(27) months of such Offering Date.
(b) 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, 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
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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.
4.6 SHARE OWNERSHIP; ISSUANCE OF CERTIFICATES.
(a) The shares purchased for a Participant on a Purchase Date
shall, for all purposes, be deemed to have been issued and/or sold at the close
of business on such Purchase Date. Prior to that time, none of the rights or
privileges of a stockholder of the Company shall inure to the Participant with
respect to such shares. All the shares of Stock purchased under the Plan shall
be delivered by the Company in a manner as determined by the Administrator in
accordance with Section 4.6(b).
(b) The Administrator, in its sole discretion, may determine
the method for delivering shares of Stock by the Company including, but not
limited to, (i) by issuing and delivering a certificate or certificates for the
number of shares of Stock purchased for all Participants on a Purchase Date or
during a calendar year to a member firm of the New York Stock Exchange which is
also a member of the National Association of Securities Dealers, Inc., as
selected by the Administrator from time to time, which shares shall be
maintained by such member firm in separate accounts for each Participant, or
(ii) by issuing and delivering a certificate or certificates for the number of
shares of Stock purchased for all Participants on a Purchase Date or during the
calendar year to a bank or trust Company or affiliate thereof, as selected by
the Administrator from time to time, which shares shall be maintained by such
bank or trust Company or affiliate in separate accounts for each Participant. In
addition, the Administrator may periodically issue and deliver to the
Participant a certificate for the number of whole shares of Stock purchased for
such Participant on a Purchase Date or during such other time period as the
Administrator may determine. Each Participant shall have full shareholder rights
with respect to all shares of Stock purchased under the Plan, including, but not
limited to, voting, dividend and liquidation rights. Shares which are held in
the name of the Company or its agent as the nominee for the Participant will be
covered by proxies provided to such Participant by the Company or its agent.
Unless provided otherwise, cash dividends paid on Stock issued under the Plan
will be automatically reinvested. A Participant may withdraw certificates for
his shares of Stock credited to his account at any time by a written request for
such withdrawal delivered to the Administrator or its designee, and upon any
such request, the Company will promptly distribute such certificates to the
requesting Participant. Distributions of stock certificates will be made
promptly after the death, disability, retirement or other termination of
employment of a Participant. In the event of a Participant's death, such stock
certificates will be distributed to the Participant's estate.
ARTICLE V - SPECIAL ADJUSTMENTS
5.1 SHARES UNAVAILABLE. If, on any Purchase Date, the aggregate funds
available for the purchase of Stock would purchase a number of shares in excess
of the number of shares then available for purchase under the Plan, the
following shall occur:
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(a) The number of shares that would otherwise be purchased for
each Participant shall be proportionately reduced on the Purchase Date in order
to eliminate such excess;
(b) The Plan shall automatically terminate immediately after
the Purchase Date as of which the supply of available shares is exhausted; and
(c) Any amounts remaining in the respective Stock Purchase
Accounts of the Participants shall be refunded to such Participants.
5.2 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.
(a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, the maximum number of shares each
Participant may purchase each Purchase Period, as well as the price per share
and the number of shares of 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 Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Stock, or any other increase or decrease in the number of shares of Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." 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 Stock subject to an
option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Purchase Date (the "New Purchase Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Purchase 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) 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 3.2 hereof.
(c) MERGER OR ASSET SALE. 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, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or a
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parent or subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any
Purchase Period then in progress shall be shortened by setting a new Purchase
Date (the "New Purchase Date") and any Offering Periods then in progress shall
end on the New Purchase Date. The New Purchase Date shall be before the date of
the Company's proposed sale or merger. The Board shall notify each Participant
in writing, at least ten (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 3.2 hereof.
5.3 ANTIDILUTION PROVISIONS. Subject to any required action of
the shareholders of the Company, the aggregate number of shares of Stock
reserved for purchase under the Plan, as provided above, the number of shares of
Stock covered by an option as described in Section 4.2 above and the calculation
of the Purchase Price under Section 4.3 above may be appropriately adjusted to
reflect any increase or decrease in the number of issued shares of Stock
resulting from a recapitalization, reclassification, stock split, stock
dividend, combination of shares, or transaction having similar effect. Any such
adjustment shall be made by the Administrator acting with the consent of, and
subject to the approval of, the Board.
ARTICLE VI - ADMINISTRATION
6.1 NONALIENATION AND RESTRICTION ON TRANSFER. The right to
purchase shares of Stock under the Plan is personal to the Participant, is
exercisable only by the Participant during his lifetime except as hereinafter
set forth, and may not be assigned, transferred, pledged or otherwise disposed
of in any way by the Participant, other than by will, the laws of descent and
distribution or as provided in Section 6.9 hereof. Any such attempt to dispose
of such right shall be void, and the Administrator may elect to treat such act
as an election with withdraw from a Purchase Period pursuant to Section 3.2
hereof.
6.2 ADMINISTRATIVE COSTS. The Company (or a Subsidiary) will
pay all administrative expenses incurred in the administration of the Plan other
than any fees or transfer, excise, or similar taxes imposed on the transaction
pursuant to which any shares of Stock are purchased. The Participant will pay
any transaction fees or commissions on any sale of the shares of Stock and may
also be charged the reasonable costs associated with issuing stock certificates.
6.3 COLLECTION OF TAXES. The Employer shall be entitled to
collect, through payroll withholding or otherwise, any tax that it determines it
is so obligated to collect with respect to the issuance of Stock under this Plan
or the subsequent sale or disposition of such Stock, and the Administrator shall
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institute such mechanisms as shall insure the collection of such taxes. Until
such tax with respect to a Participant is collected, the Company shall be
entitled to retain stock issuable to the Participant as security for collection
of such tax.
6.4 ADMINISTRATOR. The Board shall appoint an Administrator,
which shall have the authority and power to administer the Plan and to make,
adopt, construe, and enforce rules and regulations not inconsistent with the
provisions of the Plan. The Administrator shall adopt and prescribe the contents
of all forms required in connection with the administration of the Plan,
including, but not limited to, the Purchase Agreement, payroll withholding
authorizations, withdrawal documents, and all other notices required under this
Plan. The Administrator shall have the fullest discretion permissible under law
in the discharge of its duties. The Administrator's interpretations and
decisions in respect of the Plan, the rules and regulations pursuant to which it
is operated, and the rights of Participants under this Plan shall be final,
conclusive and binding on all parties.
6.5 AMENDMENT OF THE PLAN. The Board may amend the Plan
without the consent of stockholders or Participants, except that any such action
shall be subject to the approval of the Company's stockholders at or before the
next annual meeting of stockholders for which the record date is set after such
Board action if such stockholder approval is required by any federal or state
law or regulation or the rules of any stock exchange or automated quotation
system on which the Stock may then be listed or quoted, and the Board may
otherwise in its discretion determine to submit other such changes to the Plan
to stockholders for approval; provided, however, that no such action may (i)
without the consent of an affected Participant, materially impair the rights of
such Participant with respect to any shares of Stock previously purchased for
him under the Plan, or (ii) disqualify the Plan under section 423 of the Code.
6.6 TERMINATION OF THE PLAN. Subject to Section 5.1, the Plan
shall continue in effect unless terminated pursuant to action by the Board,
which shall have the right to terminate the Plan at any time without prior
notice to any Participant and without liability to any Participant. Upon the
termination of the Plan, in the discretion of the Administrator, either
Participants shall be permitted to complete unpaid subscriptions in a manner
determined by the Administrator, or the balance (if any) then standing to the
credit of each Participant in his Stock Purchase Account shall be refunded to
him in satisfaction of all rights under the Plan. Certificates representing the
shares of Stock shall be handled in the manner provided in Section 4.6.
6.7 REPURCHASE OF STOCK. The Company shall not be required to
purchase or repurchase from any Participant any of the shares of Stock that the
Participant acquired under the Plan.
6.8 NOTICE. A Purchase Agreement and any notice that a
Participant files pursuant to the Plan shall be on the form prescribed by the
Administrator for such purpose and shall be effective only when received by the
Administrator or its designee. Delivery of such forms may be made by hand or by
certified mail, sent postage prepaid, to YOUcentric, Inc.,
_____________________, Charlotte, North Carolina, _______, Attention:
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Administrator: Employee Stock Purchase Plan. Delivery by any other mechanism
shall be deemed effective at the discretion of the Administrator.
6.9 DESIGNATION OF BENEFICIARY.
(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 a Purchase Date on which the 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 the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.
(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 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.
6.10 REPORTS. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Employees at annually (or more frequently if the Administrator so elects).
Statements shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares purchased and the remaining cash balance, if any,
during the past 12 months (or other period covered by the report).
ARTICLE VII - MISCELLANEOUS
7.1 GOVERNMENT REGULATION. The Company's obligation to sell
and to deliver the Stock under the Plan is at all times subject to all approvals
of any governmental authority required in connection with the authorization,
issuance, sale, or delivery of such Stock.
7.2 GENDER. The masculine shall include the feminine, and vice
versa.
7.3 SEVERABILITY OF PROVISIONS; PREVAILING LAW. The provisions
of the Plan shall be deemed severable. If any such provision is determined to be
unlawful or unenforceable by a court of competent jurisdiction or by reason of a
change in an applicable statute, the Plan shall continue to exist as though such
provision had never been included therein (or, in the case of a change in an
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applicable statute, had been deleted as of the date of such change). The Plan
shall be governed by the laws of the State of North Carolina, to the extent such
laws are not in conflict with, or superseded by, federal law.
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SCHEDULE A
SUBSIDIARIES AS OF EFFECTIVE DATE
None
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