EXHIBIT 4.3
INRANGE TECHNOLOGIES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ESTABLISHMENT OF THE PLAN
The following constitutes the Inrange Technologies Corporation Employee
Stock Purchase Plan, effective October 1, 2000. Inrange Technologies
Corporation established this plan as part of its total compensation program
for employees.
The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. The Company will encourage
these purchases by making a contribution to purchase Common Stock for
employees who have chosen to purchase stock and by paying certain expenses.
ARTICLE I
DEFINITIONS
1.1 "Administrator" means the Company or such other person or
committee as may be appointed from time to time by the Company to supervise
the administration of the Plan.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Any reference to any section of the Code shall be deemed to
include any applicable regulations and rulings pertaining to such section
and shall also be deemed a reference to comparable provisions of future
laws.
1.4 "Common Stock" means the $0.01 per share par value Class B Common
Stock of the Company.
1.5 "Company" means Inrange Technologies Corporation and any
Designated Subsidiary of the Company.
1.6 "Company Contributions" means the contributions made pursuant to
Section 3.2 of this Plan.
1.7 "Compensation" means the amount paid to an Employee while
employed, including all base straight time gross earnings, payments for
overtime, shift premium, incentive compensation, incentive payments, and
bonuses. Compensation is determined before deductions for pre-tax
contributions to employee benefit plans. It does not include reimbursements
or other expense allowances, fringe benefits, moving expenses, welfare
benefits, deferred compensation, or special payments.
1.8 "Designated Subsidiaries" means any Subsidiaries which have been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
1.9 "Employee" means any individual employed by the Company, and on
its payroll, regularly working at least forty (40) or more hours per week,
who has attained the age of majority under the laws of the State of the
Employee's residence. The term "Employee" excludes leased employees as
described at Code Section 414(n), any employee covered by a collective
bargaining agreement unless said agreement provides for his inclusion in
the Plan and any person who became an employee of Inrange Technologies as a
result of its acquisition of another business unless and until the
corporate officer responsible for employee compensation and benefits has so
determined. The term "Employee" shall not include any individual who is
paid for services as an independent contractor and reported on a Form 1099,
whether or not such individual is actually performing services as a common
law employee of the Company or is retroactively recharacterized as a Common
employee of the Company.
1.10 "Payroll Deduction Authorization" means the agreement between the
Participant and the Company under which the Company makes an after-tax
deduction from the compensation of the Participant to be used to purchase
Common Stock pursuant to an arrangement with the Stock Broker which will
establish an account for each participant.
1.11 "Plan" means this Employee Stock Purchase Plan.
1.12 "Purchase Price" means the average amount paid by the Stock
Broker for all shares of Common Stock of the Company purchased at
prevailing market prices for all Participants for each pay period.
1.13 "Subsidiary" means a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or hereafter
organized or acquired by the Company or a Subsidiary.
1.14 "Stock Broker" means Salomon Smith Barney or other stock broker
chosen by the Company to administer this Plan.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility for Participation. Each Employee shall be eligible to
participate in the Plan on the latest to occur of:
(a) the first day of employment;
(b) the date specified in a collective bargaining agreement covering
Employees who become Participants pursuant to the terms of such
agreement, the relevant provisions of which are hereby
incorporated by reference; or
(c) the first hour of service credited to the Employee for the actual
performance of duties once such Employee is reemployed after
being laid off by the Company.
2.2 Enrollment. Each Employee who wishes to participate in the Plan
may do so by completing a Payroll Deduction Authorization and opening an
account with the Stock Broker by:
1. Executing a brokerage account authorization for the Stock Broker
to establish the Employee's account;
2. Completing a substitute IRS W-9 form, which is needed to certify
that the Participant is not subject to backup withholding; and
3. Forwarding all completed forms to the Company's Human Resources
Department.
2.3 Duration of Participation. When a person ceases to be an Employee
for any reason, his or her Payroll Deductions Authorization shall cease and
the former Employee shall no longer be a Plan participant. The former
Employee's account with the Stock Broker will continue until it is closed
by the former Employee.
ARTICLE III
CONTRIBUTIONS
3.1 Employee Contributions. Participant may elect, by completing a
Payroll Deduction Authorization, to contribute a minimum of $5.00 per pay
period, to a maximum of 10% of Compensation per pay period. All
contributions shall be in whole dollar amounts designated by participating
Employees.
3.2 Company Contributions. The Company shall pay to the Stock Broker
15% of Employee payroll deductions. This amount constitutes additional
taxable compensation for the Employee, with appropriate tax withholding
made from the Employer's other compensation from the Company.
ARTICLE IV
BROKER ACCOUNTS
4.1 Accounts. The Company maintains no account or records with respect
to Participants, but transfers Employee withholdings and Company
contributions to the Stock Broker. The Stock Broker will open and maintain
accounts for Participants in the Plan, accept contributions, and purchase
whole and/or fractional shares of Common Stock for participating Employees.
The relationship between the Stock Broker and Employees is the normal
relationship of broker and client, and the Company has, and assumes no
responsibility in this respect.
4.2 Transmittal of Contributions. Amounts deducted pursuant to Payroll
Deduction Authorizations as well as any Company contributions will be
commingled and forwarded at the end of each month to the Stock Broker with
a list of the amounts deducted for each Employee's account.
The Stock Broker will maintain the Employee Accounts by crediting full
and/or fractional shares, mailing statements after each transaction and
sending annual reports, proxy statements and any other material issued by
the Company to each stockholder of one or more shares.
4.3 Purchase of Common Stock. Shares are purchased monthly and
deposited in Employee accounts with the Stock Broker. The Stock Broker will
purchase as many whole and/or fractional shares of Common Stock as the
money deducted from Employee pay and Company matching contributions will
allow. The price established for an Employee's account is the average
purchase price of all shares purchased at the prevailing market prices for
all Employees for each month. The Company will pay any brokerage fees,
transfer fees, or other costs for purchases made through the Plan.
4.4 Stock Certificates. Certificates for shares of common stock
purchased under the Plan will be held by the Stock Broker in street name
and not in an Employee's name, but will be issued and delivered to
Employees upon written request and payment of the Stock Broker's charge for
issuance of the certificates.
ARTICLE V
DISTRIBUTIONS
5.1 Voluntary Distributions. At any time, an Employee may instruct the
Stock Broker to sell a part or all of the full shares and the fractional
interest in shares held in the Employee's account. Upon request, the Stock
Broker will mail to the Employee a check for the proceeds, less the
brokerage commission and any transfer taxes, registration fee or other
normal charges which are customarily paid by sellers of shares.
5.2 Distribution Upon Employee's Death. Participants do not designate
a beneficiary for their account with the Stock Broker. The balance of
accounts is paid directly to a Participant's estate. Participants do have
the option to open a joint account with right of survivorship with the
Employee's spouse or any other person of legal age. In such event, the
account would be held for the survivor by the Stock Broker after an
Employee's death.
ARTICLE VI
REPORTS
Individual accounts shall be maintained for each Employee who becomes
a participant in the Plan by the Stock Broker. Statements of account shall
be given to participating Employees by the Stock Broker monthly, which
statements shall set forth the amount contributed with respect to an
Employee, the Purchase Price, the number of shares purchased, and the
remaining cash balance, if any. The total number of shares credited to the
account shall also be provided with the monthly statement. No interest is
paid on any cash balance in an Employee's account with the Stock Broker.
ARTICLE VII
AMENDMENT OR TERMINATION
The Company may at any time and for any reason terminate or amend the
Plan. The Stock Broker may also discontinue its services for the Plan upon
written notice to Participants and the Company.
ARTICLE VIII
MISCELLANEOUS
8.1 Notices. All notices or other communications by a participant to
the 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 Company for the receipt
thereof.
8.2 Stock Exchange Rules. All provisions of the Constitution, rules
and regulations and all customs and usages of the Exchange or marketplace
where transactions are executed, as from time to time in effect, shall
apply.
8.3 Direct Purchases. Purchases other than by payroll deductions may
be ordered at any time by direct remittance of the amount to be invested to
the Stock Broker. Such purchase orders and sales initiated and transmitted
in writing will be executed at the opening of the market or as soon as
practical thereafter, on the business day following receipt of a check for
purchases or the sale order. Sell orders transmitted by phone will be
immediately entered for execution.
8.4 Dividends and Proceeds. The pro rata share of stock dividends and
stock splits shall be credited to the account of each Participant. Cash
dividends and proceeds of sales of rights and other distributions will be
reinvested in additional shares of Common Stock unless Employees notify the
Stock Broker to the contrary in writing. In the absence of receiving timely
instructions respect to tender or exchange offers, the Stock Broker will
not respond to the offer.
8.5 Commissions. Commissions on purchases other than by payroll
deductions and on sales will be charged to Employees at the special plan
rates prevailing at the Stock Broker at the time of the transaction. The
Company pays commissions and other expenses related to the purchase of
Common Stock pursuant to a Payroll Deduction Authorization.
8.6 Withdrawal of Shares. Participating Employees may direct that all
or part of the shares be sold or that a certificate for all or part of the
full shares held be registered in the Employee's name and mailed to the
Employee, subject to the Stock Broker's certificate withdrawal fee.
8.7 Company Information. Copies of annual reports, proxy statements
and any other material issued to stockholders will be mailed to
participating Employees, provided the balance in their account with the
Stock Broker is one share or more.
8.8 Available Shares. The total number of shares of the Company's
Class B Common Stock available for purchase is 55,000 shares, which number
shall be adjusted to reflect any stock split, recapitalization or similar
corporate change.
