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EXHIBIT 10.19
INTELLON CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
Intellon Corporation (the "Company") hereby establishes its 2000
Employee Stock Purchase Plan (the "Plan") as follows:
1. Purpose of the Plan. This Plan is adopted to provide eligible
employees who wish to become shareholders in the Company and/or to increase
their share ownership with a convenient method of doing so through accumulated
payroll deductions. The Company's management and Board of Directors believe that
employee participation in the ownership of the business is to the mutual benefit
of the employees and the Company. The Company intends that the rights to
purchase stock of the Company granted under the Plan be considered options
issued under an "employee stock purchase plan" as that term is defined in
Section 423(b) of the Code.
2. Certain Definitions.
2.1 "Accumulation Account" means the funds accumulated with
respect to an eligible Employee as a result of deductions from such Employee's
paycheck for the purpose of purchasing stock under this Plan.
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Committee" means a Committee designated by the Board to
administer the Plan or, if at any time no Committee shall be in office, then the
functions of the Committee specified in the Plan shall be exercised by the Board
and any references herein to the Committee shall be construed as references to
the Board.
2.4 "Common Stock" means the Company's common stock, $0.01 par
value.
2.5 "Compensation" means regular base pay and variable
compensation for sales personnel and shall exclude other compensation, including
bonuses.
2.6 "Designated Subsidiary" means any Subsidiary which has been
designated by the Committee from time to time in its sole discretion as eligible
to have its employees participate in the Plan.
2.7 "ESPP Agent" means the financial services or brokerage firm
designated by the Company to act as administrative agent of the Plan.
2.8 "Effective Date" means the later of (i) the first business day
following the closing of the Company's initial public offering of shares of
Common Stock, or (ii) the date of approval of the Plan by the shareholders of
the Company.
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2.9 "Employee" shall mean any individual employed by the Company
or any Designated Subsidiary, including any individual on leave or other leave
of absence approved by the Company; provided that where the period of leave
exceeds 90 days and the individual's right to re-employment is not guaranteed
either by statute or by contract, the employment relationship will be deemed to
have terminated on the 91st day of such leave.
2.9 "Enrollment Date" means the first day of each Offering Period.
2.10 "Exercise Date" means the last day of each Offering Period.
2.11 "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows: (a) the last reported sale of the Common Stock of
the Company on the NASDAQ National Market System or, if no such reported sale
takes place on any such day, the average of the closing bid and asked prices, or
(b) if such Common Stock is listed on a national securities exchange, the last
reported sale price or, if no such reported sale takes place on any such day,
the average of the closing bid and asked prices on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or (c) if such Common Stock is not quoted on such National Market System nor
listed or admitted to trading on a national securities exchange, then the
average of the closing bid and asked prices, as reported by The Wall Street
Journal for the over-the-counter market, or (d) if none of the foregoing is
applicable, then the fair market value of a share of Common Stock as determined
by the Committee in its discretion.
2.12 "Offering Period" or "Offering" means the period beginning
with the date an option is granted under the Plan and ending with the date
determined by the Committee. During the term of the Plan there will be a series
of separate consecutive six-month Offering Periods, with the first Offering
Period commencing on the first day of the first pay period of the Company's
semi-annual fiscal period immediately succeeding the Effective Date, and
thereafter, Offering Periods will commence on the first day of the first pay
period of each of the Company's semi-annual fiscal periods of each subsequent
calendar year; provided that the final Offering Period will end prior to the
termination of the Plan.
2.13 "Purchase Price" shall mean an amount equal to 85% of the
average of the Fair Market Value of a share of Common Stock (i) on the
Enrollment Date for an Offering Period and (ii) on the Exercise Date for the
same Offering Period (but which Purchase Price shall not be less than 85% of the
Fair Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date for the same Offering Period, whichever is lower).
2.14 "Stock Account" shall mean the account established to hold
Common Stock purchased by an Employee pursuant to Section 11.1.
2.15 "Subsidiary" shall mean any corporation, domestic or foreign,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or by a Subsidiary, in an unbroken chain of corporations
beginning with the Company if, at the time the option is granted, each of the
corporations other than the last corporation in an unbroken chain owns stock
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possessing greater than 50% of the total combined voting power of all classes of
stock in one of the other corporations in such chain and provided that such
corporation is consolidated with the Corporation for purposes of financial
reporting.
3. Administration.
3.1 The Plan will be administered by the Committee. The Committee
will have the final power to determine all questions of policy and
administrative procedure that may arise in the administration of the Plan and
will administer, or will direct the ESPP Agent to administer, the Plan to
qualify as an "employee stock purchase plan" under Section 423 of the Code and
the regulations thereunder, as amended from time to time.
3.2 The Committee has the power, subject to the express provisions
of the Plan, to: (a) determine whether a grant of options to purchase Common
Stock will be made at the commencement of each Offering Period; (b) designate
from time to time which Subsidiaries of the Company will be eligible to have
their employees participate in the Plan; (c) construe and interpret the Plan and
options granted under it, and to establish, amend and revoke rules and
regulations for its administration, including correcting any defect, omission or
inconsistency in the Plan, in a manner and to the extent it shall deem
appropriate to make the Plan fully effective; (d) amend the Plan, or recommend
to the Board any Plan amendments which require shareholder approval, as provided
in Section 17; and (e) exercise such other powers and to perform such acts in
connection with the Plan as the Committee determines will promote the best
interests of the Company.
4. Shares Subject to the Plan.
4.1 The number of shares of Common Stock for which options may be
granted under the Plan is 500,000 shares (subject to substitution or adjustment
as provided in Section 18 of the Plan). If any option granted under the Plan
terminates for any reason without having been exercised, the Common Stock not
purchased under such option will again become available for issuance under the
Plan. Shares to be granted or issued under the Plan may be authorized and
unissued shares or may be treasury shares.
4.2 The Common Stock subject to the Plan may be unissued shares or
reacquired shares, purchased on the market or otherwise. If the total number of
shares for which options are to be granted on any date exceeds the number of
shares then available under the Plan (after deduction of all shares for which
options have been exercised or are then outstanding), the Committee will make a
pro rata allocation of the shares remaining available in as nearly a uniform
manner as is practicable and equitable. In such event, the payroll deductions to
be made will be reduced accordingly.
5. Eligibility.
5.1 Any Employee who is employed by the Company or a Designated
Subsidiary on a given Enrollment Date will be eligible to participate in the
Plan for that Offering Period, except as otherwise provided in the Plan.
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5.2 An Employee will not be granted an option under the Plan (a)
if, immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any Subsidiary of the Company, or (b) if
such option, together with any other options granted under any employee stock
purchase plan of the Company or its Subsidiaries results in such Employee having
the right to purchase in a calendar year stock whose Fair Market Value exceeds
$25,000 (determined based on the Fair Market Value of the shares at the time
such option is granted) as provided in Section 423(b)(8) of the Code.
5.3 Officers of the Company are eligible to participate in
Offerings under the Plan; provided, however, that the Committee may provide in
an Offering that certain employees who are highly compensated employees within
the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to
participate.
5.4 For purposes of this Plan, an eligible Employee shall not
include any individual who performs services for the Company or a Designated
Subsidiary solely as an independent contractor, consultant or employee of a
third party employment or leasing agency.
6. Grant of Options. The Committee will determine, prior to the
Enrollment Date for any Offering Period, whether to grant options to purchase
Common Stock of the Company under the Plan to eligible Employees; provided, that
unless otherwise determined by the Committee, the options will be granted on
each Enrollment Date on the terms and conditions and to the participating
Employees as set forth in this Plan.
7. Participation.
7.1 An eligible Employee may become a participant in any Offering
Period under the Plan by completing an enrollment agreement authorizing payroll
deductions in form and substance satisfactory to the Committee and filing the
enrollment agreement with the Company or, if so designated by the Committee,
with the ESPP Agent, by the applicable Enrollment Date.
7.2 Payroll deductions for an Employee shall commence on the first
payday following the Enrollment Date and will continue through the Offering
Period unless terminated by the Employee as provided in Section 12 or unless the
Plan is terminated as provided in Section 17.
8. Payroll Deductions.
8.1 At the time an Employee files the enrollment agreement, the
Employee will elect to have payroll deductions made on each payday during the
Offering Period in an amount not exceeding a total of 15% (or such other
percentage as the Committee may determine) of the Compensation which the
Employee receives on each payday during the Offering Period.
8.2 All payroll deductions made for an Employee shall be credited
to his or her Accumulation Account under the Plan. An Employee may not make any
additional payments
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into the Accumulation Account. The funds allocated to an Employee's Accumulation
Account shall remain the property of the Employee at all times but may be
commingled with the general funds of the Company until used to purchase Common
Stock on an Exercise Date or returned to the Employee. No interest will be paid
or accrued on any money in the Accumulation Accounts of participating Employees.
8.3 An Employee may discontinue such Employee's participation in
the Plan as provided in Section 12. An Employee's enrollment agreement shall be
effective for successive Offering Periods unless terminated as provided in
Section 12. To increase or decrease the rate of payroll deductions (within the
limitations of the Plan), with respect to the next Offering Period, an Employee
must complete and file with the Company prior to the Enrollment Date for such
Offering Period, a new enrollment agreement authorizing a change in payroll
deduction rate. Such change in rate of payroll deduction shall be effective at
the beginning of the next Offering Period following the Company's receipt of the
new enrollment agreement.
8.4 To the extent necessary to comply with Section 423(b)(8) of
the Code and Section 5.2 of this Plan, an Employee's payroll deductions will be
decreased by the Company at such time during any Offering Period which is
scheduled to end during the current calendar year (the "Current Offering
Period") if the aggregate of all such Employee's payroll deductions which were
previously used to purchase Common Stock under the Plan (and any other employee
stock purchase plans of the Company) in a prior Offering Period which ended
during the current calendar year plus all payroll deductions accumulated with
respect to the Current Offering Period exceeds the applicable limits of Code
Section 423(b)(8). Payroll deductions shall recommence at the rate provided in
such Employee's enrollment agreement at the beginning of the first Offering
Period which is scheduled to end in a subsequent calendar year, unless
terminated by the Employee as provided in Section 12 or termination of the Plan
as provided in Section 17.
8.5 On the Exercise Date, or at the time some or all of the
Company's Common Stock issued under the Plan is disposed of by the Employee, the
Employee must make adequate provision for the Company's federal, state, or other
tax withholding obligations, if any, which arise upon the exercise of the option
or the disposition of the Common Stock. At any time, the Company may, but will
not be obligated to, withhold from the Employee's compensation the amount
necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company any tax deductions or
benefit attributable to sale or early disposition by the Employee of Common
Stock under the Plan.
9. Exercise of the Option on the Exercise Date. Each Employee who
continues to be an Employee in an Offering on the Exercise Date will be deemed
to have exercised his option on such date and to have purchased from the Company
the number of full shares of Common Stock reserved for the purpose of the Plan
as his accumulated payroll deductions on such date will pay for at the option
price, provided that the maximum number of shares that an Employee can purchase
in any single Offering Period cannot exceed 10,000 shares.
10. Employee's Rights as a Shareholder. No Employee will have any
right as a shareholder with respect to any shares until the shares have been
purchased in accordance with Section 9 above and the Common Stock has been
issued by the Company.
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11. Evidence of Stock Ownership.
11.1 Promptly following each Exercise Date, the number of shares of
Common Stock purchased by each Employee shall be deposited into a Stock Account
established in the Employee's name at the ESPP Agent.
11.2 The Employee may direct, by written notice to the Company at
the time of the Employee's enrollment in the Plan, that the Stock Account with
the ESPP Agent be established in the names of the Employee and one other person
designated by the Employee, as joint tenants with right of survivorship, tenants
in common, or community property, to the extent and in the manner permitted by
applicable law.
11.3 An Employee may undertake a disposition (as that term is
defined in Section 424(c) of the Code) of the shares in the Stock Account
established with the ESPP Agent at any time, whether by sale, exchange, gift, or
other transfer of legal title, but in the absence of such a disposition of the
shares, the shares must remain in the Employee's Stock Account at the ESPP Agent
until the holding period set forth in Section 423(a) of the Code has been
satisfied. With respect to shares for which the Section 423(a) holding period
has been satisfied, the Employee may move those shares to another brokerage
account of Employee's choosing or request that a stock certificate be issued and
delivered to him.
12. Withdrawal.
12.1 An Employee may withdraw from an Offering in whole but not in
part, at any time prior to the beginning of the payroll period immediately
preceding the next Exercise Date by delivering a withdrawal notice to the
Company or, if so directed by the Company, with the ESPP Agent, in which event
the Company will refund the entire balance of his deductions as soon as
practicable thereafter.
12.2 To re-enter the Plan, an Employee who has previously withdrawn
must file a new enrollment agreement in accordance with Section 7.1. The
Employee's re-entry into the Plan will not become effective before the beginning
of the next Offering following his withdrawal.
13. Carryover of Enrollment. At the termination of each Offering,
the Employee will automatically be re-enrolled in the next Offering, and the
balance in the Employee's Accumulation Account shall be used for option
exercises in the new Offering, unless the Employee has withdrawn from the
Offering by providing proper notice to Company. Upon termination of the Plan,
the balance of each Employee's Accumulation Account shall be refunded to him.
14. No Employment Rights. Neither the Plan nor any option granted
hereunder will confer upon the Employee any right with respect to continuance of
employment by the Company or any Subsidiary nor shall the Plan or any option
granted under the Plan interfere in any way with the right of the Company or any
Subsidiary to terminate the employment of the Employee at any time, with or
without cause consistent with applicable law.
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15. Rights Not Transferable. No Employee may sell, assign,
transfer, pledge, or otherwise dispose of or encumber either the payroll
deductions credited to such Employee's Accumulation Account or any rights with
regard to the exercise of an option or to receive shares under the Plan other
than by will or the laws of descent and distribution, and such right and
interest shall not be liable for, or subject to, the debts, contracts, or
liabilities of the Employee. If any such action is taken by the Employee, or any
claim is asserted by any other party in respect of such right and interest
whether by garnishment, levy, attachment or otherwise, such action or claim will
be treated as an election to withdraw funds in accordance with Section 12. An
option can only be exercised by the Employee to whom the option has been
granted.
16. Termination of Employment. Upon termination of employment for
any reason whatsoever, including but not limited to death or retirement, any
outstanding option shall terminate and the balance in the Accumulation Account
of Employee whose employment has terminated will be paid to the Employee or, in
the event of the Employee's death, to his estate.
17. Amendment or Discontinuance of the Plan. The Committee will
have the right to amend, modify, or terminate the Plan at any time without
notice, provided that no Employee's existing rights under any Offering already
made under Section 6 hereof may be adversely affected thereby, and provided that
any amendment will be subject to shareholder approval if shareholder approval is
required under the Code or other applicable law.
18. Changes in Capitalization. In the event of any change in the
Common Stock of the Company by reason of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, split-up, combination,
or exchange of shares, or of any similar change affecting the Common Stock, the
number and kind of shares authorized under Section 4, the number and kind of
shares which thereafter are subject to an option under the Plan or otherwise
available for purchase under the Plan and the number and kind of shares set
forth in options or otherwise under outstanding agreements and the price per
share thereunder shall be adjusted automatically consistent with such change to
prevent substantial dilution or enlargement of the rights granted to, or
available for, participants in the Plan.
19. Notices. All notices or other communications by an Employee to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by Shareholder Services of the Company or when received
in the form specified by the Company at the location, or by the person,
including the ESPP Agent, designated by the Company for the receipt thereof.
20. Change of Control.
20.1 Notwithstanding other provisions of the Plan, in the event of
a "Change in Control" of the Company (as defined in Section 20.3 below), all of
the options of a participating Employee shall become immediately exercisable,
unless directed otherwise by a resolution of the Board or an appropriate
committee thereof adopted prior to and specifically relating to the occurrence
of such change in control.
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20.2 In the event of a Change in Control, unless otherwise
determined by the Board as provided in Section 20.1 or by required law, each
participating Employee shall have the right at any time thereafter to and
including the original Exercise Date for such option to exercise the option in
full notwithstanding any limitation or restriction in any option agreement or in
the Plan
20.3 For purposes of this Section 20, "Change in Control" means:
(a) there shall be consummated
(i) any consolidation or merger of the Company in which
the Company is not the continuing or surviving corporation or pursuant
to which any shares of the Company's common stock are to be converted
into cash, securities or other property, provided that the
consolidation or merger is not with a corporation which was a
wholly-owned subsidiary of the Company immediately before the
consolidation or merger and provided that the shareholders of the
Corporation immediately prior to the consolidation or merger do not own
50% or more of the outstanding common stock of the surviving
corporation immediately after the consolidation or merger, or
(ii) any sale, lease, exchange, or other transfer (in one
transaction or a series or related transactions) of all, or
substantially all, or the assets of the Company (other than to one or
more directly or indirectly wholly-owned subsidiaries of the Company);
or
(b) the shareholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(c) and 14(d)
of the Exchange Act of 1934, as amended) shall become the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of 50% or more the Company's then outstanding
common stock, provided that such person shall not be a wholly-owned
subsidiary of the Company immediately before it become such 50%
beneficial owner; or
(d) individuals who constitute the Company's Board of Directors on
the effective date of the Plan (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the effective date of the Plan
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Broad (either by a specific vote or
by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without objection to such
nomination shall be, for purposes of this clause (d), considered as
though such person were, and shall be deemed to be, a member of the
Incumbent Board.
21. Termination of the Plan. This Plan shall terminate at the
earliest of the following: (a) December 31, 2010; (b) the date the Committee
acts to terminate the Plan in accordance with Section 17 above; or (c) the date
when all shares reserved under the Plan have been purchased. Prior to the
occurrence of such events, on such date as the Committee may determine, the
Company may permit a participating Employee to exercise the option to purchase
shares of
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Common Stock for as many full shares as the balance of his Accumulation Account
will allow at the lower of 85% of the average of the Fair Market Value of a
share of Common Stock (i) on the Enrollment Date for the then applicable
Offering Period and (ii) on the Exercise Date for the same Offering Period (but
which Purchase Price shall not be less than 85% of the Fair Market Value of a
share of Common Stock on the Enrollment Date or on the Exercise Date for the
same Offering Period, whichever is lower). If the Employee elects to purchase
shares, the remaining balance of his Accumulation Account will be refunded to
the Employee after such purchase;
22. Limitations on Sale of Common Stock Purchased Under the Plan.
The Plan is intended to provide Common Stock for investment and not for resale.
The Company does not, however, intend to restrict or influence any Employee in
the conduct of his own affairs. An Employee, therefore, may sell stock purchased
under the Plan at any time he chooses, subject to compliance with the terms of
the Plan, any applicable Federal or state securities laws and applicable
withholding taxes. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN
THE PRICE OF THE STOCK.
23. Governmental Regulation. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance, or sale of such shares of Common Stock.
24. Governing Law. To the extent not inconsistent with the
provisions of the Internal Revenue Code that relate to the purchase of stock of
the Company under the Plan, the Plan and any agreement adopted pursuant to it
shall be construed under the laws of the State of Florida.
Adopted by the Board of Directors: October___ , 2000
Approved by Shareholders: October __, 2000
