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Exhibit 99.1
APW LTD.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
Purpose
The purpose of this Employee Stock Purchase Plan is to provide employees an
opportunity to share in the growth of APW Ltd. through a convenient, affordable
and systematic method of investment in the Class A Common Stock of APW Ltd. It
is believed the Plan will advance the participating employees' realization that
their longer-range economic rewards are in some measure directly tied to their
individual performance on the job, and that it will provide a greater community
of interest between the shareholders and employees of APW Ltd. and certain of
its subsidiary corporations.
ARTICLE II
Definitions
2.1 "Plan" means the APW Ltd. Employee Stock Purchase Plan.
2.2 "Company" means APW Ltd. and any of its subsidiaries to which APW Ltd. and
such respective subsidiaries shall make this Plan applicable.
2.3 "Employee" means any person, including an officer, who scheduled to work
at least 1,000 hours per year.
2.4 "Eligible Employee" means an Employee of the Company who is eligible for
Participation in the Plan in accordance with Article III.
2.5 "Participant" means an Eligible Employee who has elected to participate in
the Plan in accordance with Article IV.
2.6 "Plan Administrator" shall mean Firstar Trust Company, or such other party
or entity appointed by the Company to administer this Plan.
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2.7 As used herein, "Shares" shall mean Class A Common shares of APW Ltd.
ARTICLE III
Eligibility
3.1 Except as provided in Section 3.2 below, any Employee of the Company shall
be eligible to participate in the Plan.
3.2 The following classifications of Employees shall not be eligible to
participate in the Plan unless otherwise determined by the Company:
temporary employees, employees included in a unit of employees covered by
an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more
employers, if there is evidence that retirement benefits were the subject
of good faith collective bargaining, and employees who are nonresident
aliens and who receive no earned income from the Company constituting
United States source income. The Company may authorize some or all of the
individuals in these classifications to participate in the Plan (e.g.,
employees in a particular bargaining unit or employees working in a
particular country).
ARTICLE IV
Participation
4.1 An Eligible Employee may at any time elect to enroll as and become a
Participant by filing a payroll deduction authorization with the Human
Resources Department in accordance with rules established by the Plan
Administrator.
4.2 Payroll deduction for a Participant shall commence on the date when his or
her payroll deduction authorization becomes effective and shall end at
such time as the Plan shall be terminated unless sooner terminated by the
Participant as provided herein.
4.3 A Participant who ceases to be an Eligible Employee, although still
employed by the Company, shall be deemed to discontinue his or her
participation in the Plan, and he or she shall have the rights provided in
Article X. A Participant shall not cease to be an Eligible Employee solely
due to a temporary layoff or authorized leave of absence, or other
temporary interruption in the Participant's status as an Eligible
Employee.
4.4 Participation in the Plan shall be entirely voluntary.
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ARTICLE V
Payroll Deductions
5.1 Upon enrollment, a Participant shall elect to make contributions to the
Plan by payroll deductions (in full dollar amounts and in amounts
calculated to be as uniform as practicable throughout the period of the
Plan). The maximum payroll deduction shall be $300 per month unless
otherwise determined by the Plan Administrator. The minimum payroll
deduction shall be $20 per month.
5.2 All payroll deductions made for Participants shall be recorded by the
Company through the final pay period of the month, after which time the
Company shall transfer all Participants' deductions to the Plan
Administrator for the sole purpose of making the Share investments
provided hereunder. The Participant may not make any separate cash
payments into such account.
5.3 A Participant may terminate his or her payroll deduction by completing an
amended payroll deduction authorization and filing it with the Human
Resources Department. The Participant's account shall remain a part of the
Plan until termination of employment, unless the individual requests an
in-service distribution in accordance with Article X.
5.4 A Participant may increase or reduce the amount of his or her payroll
deduction by completing an amended payroll deduction authorization on the
form provided and filing it with the Human Resources Department, in
accordance with rules established by the Plan Administrator.
ARTICLE VI
Terms and Conditions of Purchases
6.1 Monthly purchases of Shares to fulfill Participants' purchase requirements
shall, at the election of the Company, be effected by the Plan
Administrator either by the purchase of Shares in the open market or by
the purchase of treasury Shares or authorized but (as yet) unissued
Shares. Open market purchases may be made over a period of not more than
10 days at the election of the Plan Administrator.
6.2 The Plan Administrator shall, as soon as practicable following the final
payroll period in a month and the determination of the applicable purchase
price as provided for under this Article VI, effect the purchase of as
many full Shares as the total aggregate Participants' funds allow.
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6.3 The Participant's purchase price of Shares purchased in the open market
shall be the average of the actual market purchases made by the Plan
Administrator for the applicable month, less any discount as provided for
in Article VII.
6.4 The Participant's purchase price of treasury Shares or authorized but
unissued Shares shall be 100% of the average of the daily closing price
for the Shares for the last 10 trading days of each month, less any
discount as provided for in Article VII. If there is no trading of the
Shares on the market (or if trading is halted or suspended) for a
substantial period during any such days or day, the purchase price shall
be determined by the Company on the basis of such market quotations as it
deems appropriate.
6.5 No Shares will be purchased under the Plan at less than the par value of
the Shares.
6.6 When the Plan Administrator has executed the monthly share purchases under
the Plan, Shares shall be allocated to each Participant's account in full
and fractional shares to 3 decimal places.
ARTICLE VII
Discount on Purchases of Company Shares
7.1 At the Company's discretion, Shares may be deemed to be acquired by
Participants at a discount not to exceed 10% of the appropriate purchase
price.
7.2 The specific discount applicable to a calendar year's purchases under the
Plan shall be determined in advance by the Company. However, no discount
will be available unless the Company's cash profits per share for the
immediately preceding fiscal year have increased at least 15% over the
cash profits per share of the fiscal year preceding the most recently
completed fiscal year.
7.3 The Company shall transfer to the Plan Administrator an amount equal to
the applicable discount at the time of each monthly Share purchase.
ARTICLE VIII
Treatment of Dividends
8.1 Any quarterly cash dividends declared by the Company will be calculated on
both full and fractional Shares in the Participant's account as of the
dividend record date.
8.2 All dividends on Shares held in the Plan will be automatically reinvested
in Shares.
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8.3 The purchase Price for Shares acquired by reinvested dividends shall be
determined by the same methods as are established in Article VI, but
without any discount.
8.4 Although the Company contemplates the continuation of quarterly cash
dividend payments, the payment of dividends will depend upon future
earnings, the financial condition of the Company and other factors.
ARTICLE IX
Treatment of Plan Expenses
9.1 The Company shall assume the cost of all brokerage commissions or service
charges for purchases of Shares under the Plan. In addition, the Company
shall pay all costs incurred in the establishment and administration of
the Plan.
9.2 Costs incurred by the Company or the Plan Administrator (e.g., brokerage
commissions or other fees) for the sale of Shares at the request of a
Participant or in compliance with any other provisions established herein,
will be charged against the account of the Participant.
ARTICLE X
Death, Withdrawal or Termination
10.1 In the event of death of a Participant, the person or persons specified as
beneficiary in Article XIV may give notice to APW Ltd. within 60 days of
the death of the Participant requesting a certificate for whole shares and
a cash payment for any fractional share in the Participant's account. If
no such notice is received by APW Ltd. within said 60 days, the Company
shall direct the Plan Administrator to sell the shares in the
Participant's account in the open market and distribute the cash proceeds,
net of any brokerage commissions or other fees incurred in the sale
transaction.
10.2 Upon termination of the Participant's employment for any reason other than
the death of the Participant, the Participant may give notice to the
Company within 60 days of the effective termination date requesting a
certificate for whole shares and a cash payment for any fractional share
in the Participant's account. If no such notice is received by APW Ltd.
within said 60 days, the Company shall direct the Plan Administrator to
sell the shares in the Participant's account in the open market and
distribute the cash proceeds, net of any brokerage commissions or other
fees incurred in the sale transaction.
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10.3 A Participant may withdraw a portion or all of the whole shares in his or
her account at any time by filing a written request for a certificate with
the Plan Administrator. The Plan shall not provide for automatic
reinvestment of future dividends on any shares withdrawn from the Plan.
10.4 A Participant may request the sale of a portion or all of the whole shares
in the Participant's account by filing a written request with the Company
or the Plan Administrator. As provided in Article IX, expenses incurred in
connection with the requested sale of shares will be borne by the
Participant.
10.5 The Company shall distribute to the Participant (or Beneficiary) any
payroll deduction amounts held for a Participant's benefit, and not yet
applied to the purchase of shares, at the time the Participant's account
is closed under the Plan for any reason.
10.6 The Company may direct that distributions to a Participant be made in
cash, without giving the Participant an opportunity to receive Shares, if
the Company determines that a cash distribution is necessary to comply
with securities or other laws.
10.7 In the event a Participant sells Shares withdrawn from the Plan (including
any sales effected by the Plan Administrator on behalf of the
Participant), the Company has discretion under the Plan to require the
Participant to suspend further plan purchases for a period of time
determined by the Company.
ARTICLE XI
Amendment of the Plan
11.1 The Company may at any time amend, suspend or terminate the Plan. Upon
termination, certificates for whole shares held in the Participant's
account under the Plan will be issued, a cash payment will be made for any
fraction of a share and the account will be closed.
ARTICLE XII
Nontransferability
12.1 Neither payroll deductions effected by the Company pending the monthly
purchase of shares nor the shares held in a Participant's Plan account may
be transferred, assigned, or pledged by the Participant while those assets
are held in or appropriated for the Plan account.
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12.2 If a Participant wishes to transfer or pledge shares held in a Plan
account, the Participant must first request that a certificate be issued
for the number of Plan account shares which the Participant wishes to
transfer or pledge. Upon receipt of such certificate, a transfer or pledge
of the shares represented by the certificate may be made by the
Participant in the usual manner of transfer.
ARTICLE XIII
Use of Funds
13.1 All payroll deductions received and/or temporarily held by the Company
pending the monthly purchase(s) of shares under this Plan may be used by
the Company for any corporate purposes and the Company shall not be
obligated to segregate such payroll deductions.
13.2 The Plan makes no provision for the payment of interest on a Participant's
payroll deductions, since the Plan provides for and anticipates the
regular, monthly investment of the Participant's funds in shares of the
Company's stock.
ARTICLE XIV
Beneficiary Designation
A Participant may file a written designation of beneficiary (in form prescribed
by the Plan Administrator) who shall receive payment of any accumulated payroll
deductions and who may elect either to receive a certificate evidencing the
Participant's Shares or to sell the Shares in the Participant's account in the
event of such Participant's death prior to distribution of such Shares and cash.
Such designation of beneficiary may be changed by the Participant at any time by
written notice delivered to the Plan Administrator in form prescribed by the
Plan Administrator. If upon the death of a Participant there is no surviving
beneficiary duly designated as provided, the Company shall deliver accumulated
payroll deductions, if any, and the Plan Administrator shall deliver a
certificate for whole Shares and a cash payment for any fractional Shares, to
the executor or administrator of the estate of the Participant.
ARTICLE XV
Registration of Shares
The offering of the Shares hereunder may be subject to the effecting by APW Ltd.
of any registration of the Shares under any federal or state law or the
obtaining of the consent or
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approval of any governmental regulatory body which APW Ltd. shall determine, in
its sole discretion, is necessary or desirable as a condition to, or in
connection with, the offering or the issue or purchase of the Shares covered
thereby. APW Ltd. shall make every reasonable effort to effect such registration
or qualification or to obtain such consent of approval.
ARTICLE XVI
Voting of Shares
A proxy card will be forwarded to each Participant prior to any Shareholders'
Meeting representing both the number of Shares registered in the Participant's
name and the number of full Shares credited to the Participant's Plan account.
All such Shares will be voted in accordance with the Participant's instructions
on the proxy cards.
ARTICLE XVII
Administration
17.1 The Plan shall be administered by the Plan Administrator which is
appointed by the Company and which may be removed by the Company upon not
less than 30 days notice.
17.2 The Plan Administrator shall maintain Plan records and periodically
provide statements of account to the Participants, individually, and to
the Company in the aggregate. The Plan Administrator shall also file all
required tax information, reports and returns.
17.3 The Plan shall be interpreted and construed by the Company in its sole
discretion. The Company shall have the authority to issue, amend, and
revoke rules and regulations under the Plan, to prescribe forms, and to
establish reasonable notice periods, including the revisions of any such
periods described in the Plan, and to take any other action necessary or
desirable to administer the Plan to accomplish its purposes.
ARTICLE XVIII
Miscellaneous
18.1 Participation in the Plan does not constitute a guaranty or contract of
employment with the Company and shall, in no way, interfere with any
rights of the Company to determine the employee's employment with the
Company.
18.2 The Company shall indemnify and hold harmless the Plan Administrator
against all liabilities, losses, costs, and expenses, including reasonable
attorney's fees, incurred or
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suffered by the Plan Administrator in connection with its management or
administration of the Plan; provided, however, that such indemnity shall not
extend to the willful misconduct or gross negligence of the Plan Administrator.
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