<PAGE>
Exhibit 10.10
RDA Corporation
2000 Employee Stock Purchase Plan
Purpose The RDA Corporation 2000 Employee Stock Purchase Plan (the
"2000 ESPP" or the "Plan") provides employees of RDA
Corporation (the "Company") and selected Company
Subsidiaries with an opportunity to become owners of the
Company through purchasing shares of the Company's common
stock (the "Common Stock"). The Company intends this Plan to
qualify as an employee stock purchase plan under Section 423
of the Internal Revenue Code of 1986, as amended (the
"Code"), and its terms should be construed accordingly. The
Plan is effective as of August 15, 2000.
Eligibility An Employee whom the Company or an Eligible Subsidiary
employs as of the first day of a Payroll Deduction Period
(and has employed for such prior waiting period, initially
set at 90 days, as the Committee determines) is eligible to
participate in the 2000 ESPP for that Payroll Deduction
Period. However, an Employee may not make a purchase under
the 2000 ESPP if such purchase would result in the
Employee's owning Common Stock possessing 5% or more of the
total combined voting power or value of the Company's
outstanding stock. In determining an individual's amount of
stock ownership, any options to acquire shares of Company
Common Stock are counted as shares of stock, and the
attribution rules of Section 424(d) of the Code apply.
Employee means any person employed as a common law employee
of the Company or an Eligible Subsidiary. Employee excludes
anyone who, with respect to any particular period of time,
was not treated initially on the payroll records as a common
law employee, unless the Committee determines that including
the person is necessary to preserve tax treatment.
Administrator The Compensation Committee of the Board of Directors (the
"Board") of the Company, or such other committee as the
Board designates (the "Committee"), will administer the 2000
ESPP. The Committee is vested with full authority and
discretion to make, administer, and interpret such rules and
regulations as it deems necessary to administer the 2000
ESPP (including rules and regulations deemed necessary in
order to comply with the requirements of Section 423 of the
Code). Any determination or
<PAGE>
action of the Committee in connection with administering or
interpreting the 2000 ESPP will be final and binding upon
each Employee, Participant, and all persons claiming under
or through any Employee or Participant.
Without shareholder consent and without regard to whether
the actions might adversely affect Participants, the
Committee (or the Board) may
establish and change the Payroll Deduction Periods,
limit or increase the frequency and/or number of
changes in the amounts withheld during a Payroll
Deduction Period,
establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars,
lengthen or shorten the waiting period before an
Employee becomes eligible to participate, so long as
the change applies uniformly,
permit payroll withholding in excess of the amount the
Participant designated to adjust for delays or mistakes
in the Company's processing of properly completed
withholding elections,
establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure
that amounts applied toward the purchase of Common
Stock for each Participant properly correspond with
amounts withheld from the Participant's Compensation,
delegate its functions (other than those with respect
to setting Payroll Deduction Periods or determining the
price of stock and the number of shares to be offered
under the Plan) to officers or employees of the
Company; and
establish such other limitations or procedures as it
determines in its sole discretion advisable and
consistent with the Plan.
The Committee may also increase the price provided in Step 2
under Granting of Options (by decreasing the discount and/or
by designating that the price is determined as of either the
beginning or the ending date of a Payroll Deduction Period
or the higher of
RDA Corporation 2000 Employee Stock Purchase Plan
Page 2 of 14
<PAGE>
both rather than as of the lower) for Payroll Deduction
Periods beginning after Committee action.
Payroll Payroll Deduction Periods are the periods during which the
Deduction Company collects payroll deductions for a particular
Period purchase. Unless the Committee specifies otherwise, the
Payroll Deduction Periods will be successive calendar
quarters beginning January 1, April 1, July 1, and October
1, with the first such Period beginning when the Committee
determines it should begin.
Participation An eligible Employee may become a "Participant" for a
Payroll Deduction Period by completing an authorization
notice and delivering it to the Committee through the
Company's Human Resources professionals within a reasonable
period of time before the first day of such Payroll
Deduction Period. All Participants receiving options under
the 2000 ESPP will have the same rights and privileges.
Method A Participant may contribute to the 2000 ESPP solely through
of Payment payroll deductions as follows:
The Participant must elect on an authorization notice or
other required documentation to have deductions made from
his Compensation for each payroll period during the Payroll
Deduction Period at or above a minimum rate and under terms
the Committee determines. Compensation under the Plan means
an Employee's regular compensation, including overtime,
bonuses, and commissions (but expressly excluding income
from stock options or other noncash compensation), from the
Company or an Eligible Subsidiary paid during a Payroll
Deduction Period.
All payroll deductions will be credited to the Participant's
account under the 2000 ESPP. No interest will accrue on the
account.
Payroll deductions will begin on the first payday coinciding
with or following the first day of each Payroll Deduction
Period and will end with the last payday preceding or
coinciding with the end of that Payroll Deduction Period,
unless the Participant sooner withdraws as authorized under
Withdrawals below.
A Participant may not alter the rate of payroll deductions
during the Payroll Deduction Period.
The Company may use the consideration it receives for
general corporate purposes.
RDA Corporation 2000 Employee Stock Purchase Plan
Page 3 of 14
<PAGE>
Granting of On the first day of each Payroll Deduction Period, a
Options Participant will receive options to purchase a number of
shares of Common Stock with funds withheld from his or her
Compensation. Such number of shares will be determined at
the end of the Payroll Deduction Period according to the
following procedure:
Step 1 -- Determine the amount the Company withheld
from Compensation since the beginning of the Payroll
Deduction Period;
Step 2 -- Determine the "Purchase Price" to be the
amount that represents 85% of the lower of the Fair
Market Value of a share of Common Stock on the first
day of the Payroll Deduction Period and the last day of
the Payroll Deduction Period (provided that the
Committee can increase the price before a Payroll
Deduction Period begins); and
Step 3 -- Divide the amount determined in Step 1 by the
amount determined in Step 2.
The Committee will determine the treatment of any fractional
shares from among the following:
The results of Step 3 will be used to purchase whole
and fractional shares,
Any amounts in Step 3 not used to purchase whole shares
will be refunded to the Participant,
Any amounts in Step 3 not used to purchase whole shares
will be carried forward to the next Payment Deduction
Period, or
Such other treatment as the Committee approves.
Fair Market The Fair Market Value of a share of Common Stock for
Value purposes of the Plan as of each date described in Step 2
will be determined as follows:
if the Company has no publicly-traded stock, the
Committee will determine the Fair Market Value for
purposes of the Plan using any measure of value it
determines in good faith to be appropriate;
RDA Corporation 2000 Employee Stock Purchase Plan
Page 4 of 14
<PAGE>
if the Common Stock trades on a national securities
exchange, the closing sale price on that date;
if the Common Stock does not trade on any such
exchange, the closing sale price as reported by the
National Association of Securities Dealers, Inc.
Automated Quotation System ("Nasdaq") for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices that
Nasdaq reports for such date; or
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.
For January 1 and any other date described in Step 2 that is
not a trading day, the Fair Market Value of a share of
Common Stock for such date will be determined by using the
closing sale price or the average of the closing bid and
asked prices, as appropriate, for the immediately following
trading day when determining the price for the first day of
the Payroll Deduction Period and the immediately preceding
trading day when determining the price on the last day. The
Committee can substitute a particular time of day or other
measure of "closing sale price" or "bid and asked prices" if
appropriate because of changes in exchange or market
procedures.
The Committee has sole discretion to determine the Fair
Market Value for purposes of this Plan, and all
participation is conditioned on the participant's agreement
that the Committee's determination is conclusive and binding
even though others might make a different and also
reasonable determination.
No Participant can receive options:
if, immediately after the grant, that Participant would
own shares, or hold outstanding options to purchase
shares, or both, possessing 5% or more of the total
combined voting power or value of all classes of shares
of the Company or any Subsidiaries (as defined below);
or
that permit the Participant to purchase shares under
all employee stock purchase plans of the Company and
any Subsidiary with a Fair Market Value (determined at
the
RDA Corporation 2000 Employee Stock Purchase Plan
Page 5 of 14
<PAGE>
time the options are granted) that exceeds $25,000 in
any calendar year.
Exercise Unless a Participant effects a timely withdrawal under the
of Option Withdrawal paragraph below, his option for the purchase of
shares of Common Stock during a Payroll Deduction Period
will be automatically exercised as of the last day of the
Payroll Deduction Period for the purchase of the maximum
number of shares (including, if the Committee so provides,
fractional shares) that the sum of the payroll deductions
credited to the Participant's account during such Payroll
Deduction Period can purchase under the formula specified in
Granting of Options.
Delivery of As soon as administratively feasible after the options are
Common used to purchase Common Stock, the Company will credit to
Stock each Participant or, in the alternative, to an agent or
custodian that the Committee designates, the shares of
Common Stock the Participant purchased upon the exercise of
the option. If delivered to an agent or custodian, the agent
or custodian may hold the shares in nominee name and may
commingle shares held in its custody in a single account or
stock certificate without identification as to individual
Participants. Unless the Committee determines otherwise,
Participants who are holding shares and any persons to whom
they transfer part or all of their shares other than by sale
must retain those shares with a Company specified broker or
agent until the second anniversary of the first day of the
Payroll Deduction Period in which they bought the shares.
Unless the Committee determines otherwise, a Participant may
sell the shares despite the foregoing restriction but may
not transfer them to another broker until the foregoing two
year period (the "Account Restriction Period") ends. The
Committee may require that the specified agent or custodian
hold the shares of Common Stock for a minimum period of time
after receipt (including through and beyond the
Participant's active employment) and reinvest any dividends
received in additional shares of Common Stock. The Committee
may, in its discretion, establish a program for cashless
sales of Common Stock received under the 2000 ESPP.
Subsequent A Participant will be deemed to have elected to participate
Offerings in each subsequent Payroll Deduction Period following his
initial election to participate in the 2000 ESPP, unless the
Participant files a written withdrawal notice with the Human
Resources Department at corporate headquarters (or such
other recipient as the Department designates) at least 10
days before the beginning of the Payroll Deduction Period as
of which the Participant desires to withdraw from the 2000
ESPP.
RDA Corporation 2000 Employee Stock Purchase Plan
Page 6 of 14
<PAGE>
Withdrawal A Participant may withdraw all, but not less than all,
from the payroll deductions credited to his account for a Payroll
Plan Deduction Period before the end of such Payroll Deduction
Period by delivering a written notice to the Human Resources
Department or its designee on behalf of the Committee at
least 30 days before the end of such Payroll Deduction
Period (or by such other deadline as the Committee
determines). A Participant who for any reason, including
retirement, termination of employment, or death, ceases to
be an Employee before the last day of any Payroll Deduction
Period will be deemed to have withdrawn from the 2000 ESPP
as of the date of such cessation, unless the Committee
establishes other procedures.
When a Participant withdraws from the 2000 ESPP, his or her
outstanding options under the 2000 ESPP will immediately
terminate.
Unless the Committee determines otherwise, if a Participant
withdraws from the 2000 ESPP for any reason, the Company
will pay to the Participant all payroll deductions credited
to his account or, in the event of death, to the persons
designated as provided in Designation of Beneficiary, as
soon as administratively feasible after the date of such
withdrawal and no further deductions will be made from the
Participant's Compensation.
A Participant who has elected to withdraw from the 2000 ESPP
may resume participation in the same manner and under the
same rules as any Employee making an initial election to
participate in the 2000 ESPP (i.e., he may elect to
participate in the next following Payroll Deduction Period
so long as he or she files the authorization form by the
deadline for that Payroll Deduction Period). Any
Participant who is subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
who withdraws from the 2000 ESPP for any reason will only be
permitted to resume participation in a manner that will
permit transactions under the 2000 ESPP to continue to be
exempt within the meaning of Rule 16b-3, as issued under the
Exchange Act.
Stock Subject The shares of Common Stock that the Company will sell to
To Plan Participants under the 2000 ESPP will be shares of
authorized but unissued Common Stock, shares held as
treasury stock, and shares purchased on the market. The
maximum number of shares made available for sale under the
2000 ESPP will be 400,000, increased beginning December 31,
2001 and each succeeding December 31 by 300,000 shares (with
both numbers subject to the provisions in
RDA Corporation 2000 Employee Stock Purchase Plan
Page 7 of 14
<PAGE>
Adjustments upon Changes in Capital Stock below). If the
total number of shares for which options are to be exercised
in a Payroll Deduction Period exceeds the number of shares
then available under the 2000 ESPP, the Company will make,
so far as is practicable, a pro rata allocation of the
shares available.
A Participant will have no interest in shares covered by his
participation until the last day of the applicable Payroll
Deduction Period.
After the end of the Account Restriction Period, shares that
a Participant purchases under the ESPP will be registered in
the name of the Participant or, at the Participant's
election, in street name.
Adjustments Subject to any required action by the Company (which it will
Upon Changes promptly take) or its stockholders, and subject to the
in Capital Stock provisions of applicable corporate law, if, during a Payroll
Deduction Period,
the outstanding shares of Common Stock increase or
decrease or change into or are exchanged for a
different number or kind of security because of any
recapitalization, reclassification, stock split,
reverse stock split, combination of shares, exchange of
shares, stock dividend, or other distribution payable
in capital stock, or
some other increase or decrease in such Common Stock
occurs without the Company's receiving consideration
(excluding, unless the Committee determines otherwise,
stock repurchases),
the Committee must make a proportionate and appropriate
adjustment in the number of shares of Common Stock
underlying the options, so that the proportionate interest
of the Participant immediately following such event will, to
the extent practicable, be the same as immediately before
such event. Any such adjustment to the options will not
change the total price with respect to shares of Common
Stock underlying the Participant's election but will include
a corresponding proportionate adjustment in the price of the
Common Stock, to the extent consistent with Section 424 of
the Code.
The Board or the Committee may take any actions described in
the Adjustments upon Changes in Capital Stock section
without any requirement to seek optionee consent.
RDA Corporation 2000 Employee Stock Purchase Plan
Page 8 of 14
<PAGE>
The Committee will make a commensurate change to the maximum
number and kind of shares provided in the Stock Subject to
Plan section.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by
reason thereof will be made with respect to, the number of
shares of Common Stock subject to any options or the price
to be paid for stock except as this Adjustments section
specifically provides. The grant of an option under the
Plan will not affect in any way the right or power of the
Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure, or to merge or to consolidate, or to dissolve,
liquidate, sell, or transfer all or any part of its business
or assets.
Substantial Upon a Substantial Corporate Change, the Plan and the
Corporate offering will terminate and all accumulated funds will be
Change distributed as though the Participants had elected to
withdraw unless either (i) such termination would prevent
use of "pooling of interest" accounting for a
reorganization, merger, or consolidation of the Company that
the Board approves or (ii) unless provision is made in
writing in connection with such transaction for
the assumption or continuation of outstanding
elections, or
the substitution for such options or grants of any
options covering the stock or securities of a successor
employer corporation, or a parent or subsidiary of such
successor, with appropriate adjustments as to the
number and kind of shares of stock and prices, in which
event the options will continue in the manner and under
the terms so provided.
A Substantial Corporate Change means the
sale of all or substantially all of the assets of the
Company to one or more individuals, entities, or groups
(other than an "Excluded Owner" as defined below),
complete or substantially complete dissolution or
liquidation of the Company;
a person, entity, or group (other than an Excluded
Owner) acquires or attains ownership of 100% of the
undiluted total voting power of the Company's then-
outstanding securities
RDA Corporation 2000 Employee Stock Purchase Plan
Page 9 of 14
<PAGE>
eligible to vote to elect members of the Board
("Company Voting Securities");
completion of a merger or consolidation of the Company
with or into any other entity (other than an Excluded
Owner) unless the holders of the Company Voting
Securities outstanding immediately before such
completion, together with any trustee or other
fiduciary holding securities under a Company benefit
plan, retain control because they hold securities that
represent immediately after such merger or
consolidation more than 20% of the combined voting
power of the then outstanding voting securities of
either the Company or the other surviving entity or its
ultimate parent, or
any other transaction (including a merger or
reorganization in which the Company survives) approved
by the Board that results in any person or entity
(other than an Excluded Owner) owning 100% of Company
Voting Securities.
An "Excluded Owner" consists of the Company, any Company
Subsidiary, any Company benefit plan, or any underwriter
temporarily holding securities for an offering of such
securities.
Designation of A Participant may file with the Committee a written
Beneficiary designation of a beneficiary who is to receive any payroll
deductions credited to the Participant's account under the
2000 ESPP or any shares of Common Stock owed to the
Participant under the 2000 ESPP if the Participant dies. A
Participant may change a beneficiary at any time by filing a
notice in writing with the Human Resources professionals on
behalf of the Committee.
Upon the death of a Participant and upon receipt by the
Committee of proof of the identity and existence of the
Participant's designated beneficiary, the Company will
deliver such cash or shares, or both, to the beneficiary.
If a Participant dies and is not survived by a beneficiary
that the Participant designated in accordance with the
immediate preceding paragraph, the Company will deliver such
cash or shares, or both, to the personal representative of
the estate of the deceased Participant. If, to the
knowledge of the Committee, no personal representative has
been appointed within 90 days following the date of the
Participant's death, the Committee, in its discretion, may
direct the Company to deliver such cash or shares, or both,
to the surviving spouse of the deceased Participant, or to
any one or more dependents or relatives of the deceased
Participant, or if no spouse, dependent, or relative
RDA Corporation 2000 Employee Stock Purchase Plan
Page 10 of 14
<PAGE>
is known to the Committee, then to such other person as the
Committee may designate.
No designated beneficiary may acquire any interest in such
cash or shares before the death of the Participant.
Subsidiary Employees of Eligible Subsidiaries will be entitled to
Employees participate in the 2000 ESPP, except as the Committee
otherwise designates.
Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board or Committee otherwise
specifies. Subsidiary means any corporation (other than the
Company) in an unbroken chain of corporations including the
Company if, at the time an option is granted to a
Participant under the 2000 ESPP, each of the corporations
(other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other
corporations in such chain. Subsidiary includes any single
member limited liability company with its corporate member
in the foregoing chain.
Transfers, A Participant may not assign, pledge, or otherwise dispose
Assignments, of payroll deductions credited to the Participant's account
and Pledges or any rights to exercise an option or to receive shares of
Common Stock under the 2000 ESPP other than by will or the
laws of descent and distribution or under a qualified
domestic relations order, as defined in the Employee
Retirement Income Security Act. Any other attempted
assignment, pledge or other disposition will be without
effect, except that the Company may treat such act as an
election to withdraw under the Withdrawal section.
Amendment or The Board of Directors of the Company or the Committee may
Termination of at any time terminate or amend the 2000 ESPP. Any
Plan amendment of the 2000 ESPP that (i) materially increases the
benefits to Participants, (ii) materially increases the
number of securities that may be issued under the 2000 ESPP,
or (iii) materially modifies the eligibility requirements
for participation in the 2000 ESPP must be approved by the
shareholders of the Company to take effect. The Company will
refund to each Participant the amount of payroll deductions
credited to his account as of the date of termination as
soon as administratively feasible following the effective
date of the termination.
Effect on Whether exercising or receiving an option causes the
Other Plans participant to accrue or receive additional benefits under
any pension or other plan is governed solely by the terms of
such other plan.
RDA Corporation 2000 Employee Stock Purchase Plan
Page 11 of 14
<PAGE>
Notices All notices or other communications by a Participant to the
Committee or the Company will be considered to have been
duly given when the Human Resources Department or local
Human Resources professionals of the Company receive them or
when any other person or entity the Company designates
receives the notice or other communication in the form the
Company specifies.
General Assets Any amounts the Company invests or otherwise sets aside or
segregates to satisfy its obligations under this 2000 ESPP
will be solely the Company's property (except as otherwise
required by Federal or state wage laws), and the optionee's
claim against the Company under the 2000 ESPP, if any, will
be only as a general creditor. The optionee will have no
right, title, or interest whatever in or to any investments
that the Company may make to aid it in meeting its
obligations under the 2000 ESPP. Nothing contained in the
2000 ESPP, and no action taken under its provisions, will
create or be construed to create an implied or constructive
trust of any kind or a fiduciary relationship between the
Company and any Employee, Participant, former Employee,
former Participant, or any beneficiary.
Privileges of No Participant and no beneficiary or other person claiming
Stock Ownership under or through such Participant will have any right,
title, or interest in or to any shares of Common Stock
allocated or reserved under the Plan except as to such
shares of Common Stock, if any, that have been issued to
such Participant.
Tax Withholding To the extent that a Participant realizes ordinary income or
wages for employment tax purposes in connection with a sale
or other transfer of any shares of Common Stock purchased
under the Plan or the crediting of interest to an account,
the Company may withhold amounts needed to cover such taxes
from any payments otherwise due to the Participant. Any
Participant who sells or otherwise transfers shares
purchased under the Plan within two years after the
beginning of the Payroll Deduction Period in which he
purchased the shares must, within 30 days of such transfer,
notify the Company's Payroll Department in writing of such
transfer. Each Participant, as a condition of
participation, agrees that the Company may treat the
purchase of shares and/or their disposition as taxable
events requiring the withholding or other collection of
income and employment taxes and further agrees to pay any
such taxes for which the Company cannot reasonably withhold.
RDA Corporation 2000 Employee Stock Purchase Plan
Page 12 of 14
<PAGE>
Limitations on Notwithstanding any other provisions of the 2000 ESPP, no
Liability individual acting as a director, employee, or agent of the
Company shall be liable to any Employee, Participant, former
Employee, former Participant, or any spouse or beneficiary
for any claim, loss, liability, or expense incurred in
connection with the 2000 ESPP, nor shall such individual be
personally liable because of any contract or other
instrument he executes in such other capacity. The Company
will indemnify and hold harmless each director, employee, or
agent of the Company to whom any duty or power relating to
the administration or interpretation of the 2000 ESPP has
been or will be delegated, against any cost or expense
(including attorneys' fees) or liability (including any sum
paid in settlement of a claim with the Board's approval)
arising out of any act or omission to act concerning this
2000 ESPP unless arising out of such person's own fraud or
bad faith.
No Employment Nothing contained in this Plan constitutes an employment
Contract contract between the Company or an Eligible Subsidiary and
any Employee. The 2000 ESPP does not give an Employee any
right to be retained in the Company's employ, nor does it
enlarge or diminish the Company's right to terminate the
Employee's employment.
Duration of ESPP Unless the Company's Board extends the Plan's term, no
Payroll Deduction Period will end after [date of Board
approval], 2010.
Applicable Law The laws of the State of Delaware (other than its choice of
law provisions) govern the 2000 ESPP and its interpretation.
Legal Compliance The Company will not issue any shares of Common Stock under
the Plan until the issuance satisfies all applicable
requirements imposed by Federal and state securities and
other laws, rules, and regulations, and by any applicable
regulatory agencies or stock exchanges. To that end, the
Company may require the optionee to take any reasonable
action to comply with such requirements before issuing such
shares. No provision in the Plan or action taken under it
authorizes any action that Federal or state laws otherwise
prohibit.
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act of 1933, as amended,
("Securities Act") and the Securities Exchange Act of 1934,
as amended, and all regulations and rules the Securities and
Exchange Commission issues under those laws, including
specifically Rule 16b-3. Notwithstanding anything in the
Plan to the contrary, the
RDA Corporation 2000 Employee Stock Purchase Plan
Page 13 of 14
<PAGE>
Committee and the Board must administer the Plan, and
Participants may purchase Common Stock, only in a way that
conforms to such laws, rules, and regulations. To the extent
applicable law permits, the Plan and any offers will be
deemed amended to the extent necessary to conform to such
laws, rules, and regulations.
Approval of The ESPP must be submitted to the shareholders of the
Stockholders Company for their approval within 12 months after the Board
adopts the ESPP. The adoption of the ESPP is conditioned
upon the approval of the shareholders of the Company, and
failure to receive their approval will render the ESPP and
any outstanding options thereunder void and of no effect.
RDA Corporation 2000 Employee Stock Purchase Plan
Page 14 of 14
