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EXHIBIT 10.24
TELECT, INC.
AMENDED AND RESTATED
2000 EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 ESTABLISHMENT. The Telect, Inc. 2000 Employee Stock Purchase
Plan (the "INITIAL PLAN") was adopted by the Board to be effective as of the
effective date of the initial registration by the Company of its Stock under
Section 12 of the Securities Exchange Act of 1934, as amended (the "EFFECTIVE
DATE"). On November 8, 2000, the Initial Plan was amended and restated in its
entirety as the Telect, Inc. Amended and Restated 2000 Employee Stock Purchase
Plan (the "PLAN"), such Plan to be effective as of the Effective Date.
1.2 PURPOSE. The purpose of the Plan is to advance the interests of
Company and its stockholders by providing an incentive to attract, retain and
reward Eligible Employees of the Participating Company Group and by motivating
such persons to contribute to the growth and profitability of the Participating
Company Group. The Plan provides such Eligible Employees with an opportunity to
acquire a proprietary interest in the Company through the purchase of Stock. The
Company intends that the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Code (including any amendments or replacements of such
section), and the Plan shall be so construed.
1.3 TERM OF PLAN. The Plan shall continue in effect until the
earlier of its termination by the Board or the date on which all of the shares
of Stock available for issuance under the Plan have been issued.
2. DEFINITIONS AND CONSTRUCTION.
2.1 DEFINITIONS. Any term not expressly defined in the Plan but
defined for purposes of Section 423 of the Code shall have the same definition
herein. Whenever used herein, the following terms shall have their respective
meanings set forth below:
(a) "BOARD" means the Board of Directors of the Company. If
one or more Committees have been appointed by the Board to administer the Plan,
"Board" also means such Committee(s).
(b) "CASH EXERCISE NOTICE" means a written notice in such
form as specified by the Company, stating a Participant's election to exercise
effective on the next Purchase Date a Purchase Right granted to such Participant
with respect to the Offering Period.
(c) "CODE" means the Internal Revenue Code of 1986, as
amended, and any applicable regulations promulgated thereunder.
(d) "COMMITTEE" means a committee of the Board duly
appointed to administer the Plan and having such powers as specified by the
Board. Unless the powers of the
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Committee have been specifically limited, the Committee shall have all of the
powers of the Board granted herein, including, without limitation, the power to
amend or terminate the Plan at any time, subject to the terms of the Plan and
any applicable limitations imposed by law.
(e) "COMPANY" means Telect, Inc., a Washington corporation,
or any successor corporation thereto.
(f) "COMPENSATION" means, with respect to any Offering
Period, base salary and commissions, including any base salary or commissions
deferred under any program or plan established by a Participating Company,
including, without limitation, any plan described in Section 401(k) or Section
125 of the Code. Compensation shall be limited to amounts actually payable in
cash directly to the Participant or deferred by the Participant during the
Offering Period. Compensation shall not include overtime, bonuses, annual
awards, profit sharing, other incentive payments, shift premiums, long-term
disability, workers' compensation, moving allowances, payments pursuant to a
severance agreement, termination pay, relocation payments, sign-on bonuses,
expense reimbursements, the cost of employee benefits paid by a Participating
Company, tuition reimbursements, imputed income arising under any benefit
program, contributions made by a Participating Company under any employee
benefit plan, income directly or indirectly received pursuant to the Plan or any
other stock purchase or stock option plan, or any other compensation not
included in base salary and commissions.
(g) "ELIGIBLE EMPLOYEE" means an Employee who meets the
requirements set forth in Section 5 for eligibility to participate in the Plan.
(h) "EMPLOYEE" means a person treated as an employee of a
Participating Company for purposes of Section 423 of the Code. A Participant
shall be deemed to have ceased to be an Employee either upon an actual
termination of employment or upon the corporation employing the Participant
ceasing to be a Participating Company. For purposes of the Plan, an individual
shall not be deemed to have ceased to be an Employee while on any military
leave, sick leave, or other bona fide leave of absence approved by the Company
of ninety (90) days or less. If an individual's leave of absence exceeds ninety
(90) days, the individual shall be deemed to have ceased to be an Employee on
the ninety-first (91st) day of such leave unless the individual's right to
reemployment with the Participating Company Group is guaranteed either by
statute or by contract.
(i) "FAIR MARKET VALUE" means, as of any date:
(i) If the Stock is then listed on a national or
regional securities exchange or market system or is regularly quoted by a
recognized securities dealer, the closing sale price of a share of Stock (or the
mean of the closing bid and asked prices if the Stock is so quoted instead) as
quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or such other
national or regional securities exchange or market system constituting the
primary market for the Stock, or by such recognized securities dealer, as
reported in The Wall Street Journal or such other source as the Company deems
reliable. If the relevant date does not fall on a day on which the Stock has
traded on such securities exchange or market system or has been quoted by such
securities dealer, the date on which the Fair Market Value is established shall
be
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the last day on which the Stock was so traded or quoted prior to the relevant
date, or such other appropriate day as determined by the Board, in its
discretion.
(ii) If, on the relevant date, the Stock is not then
listed on a national or regional securities exchange or market system or
regularly quoted by a recognized securities dealer, the Fair Market Value of a
share of Stock shall be as determined in good faith by the Board.
(iii) Notwithstanding the foregoing, the Fair Market
Value of a share of Stock on the Effective Date shall be deemed to be the public
offering price set forth in the final prospectus filed with the Securities and
Exchange Commission in connection with the Company's initial public offering of
the Stock.
(j) "OFFERING" means an offering of Stock as provided in
Section 6.
(k) "OFFERING DATE" means, for any Offering, the first day
of the Offering Period.
(l) "OFFERING PERIOD" means a period established in
accordance with Section 6.
(m) "PARENT CORPORATION" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.
(n) "PARTICIPANT" means an Eligible Employee who has become
a participant in an Offering Period in accordance with Section 7 and remains a
participant in accordance with the Plan.
(o) "PARTICIPATING COMPANY" means the Company or any Parent
Corporation or Subsidiary Corporation designated by the Board as a corporation
the Employees of which may, if Eligible Employees, participate in the Plan. The
Board shall have the sole and absolute discretion to determine from time to time
which Parent Corporations or Subsidiary Corporations shall be Participating
Companies.
(p) "PARTICIPATING COMPANY GROUP" means, at any point in
time, the Company and all other corporations collectively which are then
Participating Companies.
(q) "PURCHASE DATE" means, for any Offering, the last day of
the Offering Period; provided, however, that the Board in its discretion may
establish one or more additional Purchase Dates during any Offering Period.
(r) "PURCHASE PRICE" means the price at which a share of
Stock may be purchased under the Plan, as determined in accordance with Section
9.
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(s) "PURCHASE RIGHT" means an option granted to a
Participant pursuant to the Plan to purchase such shares of Stock as provided in
Section 8, which the Participant may or may not exercise during the Offering
Period in which such option is outstanding. Such option arises from the right of
a Participant to withdraw any of the accumulated Plan account balance not
previously applied to the purchase of Stock under the Plan and to terminate
participation in the Plan at any time during an Offering Period.
(t) "REGISTRATION DATE" means the effective date of the
initial registration on Form S-8 of shares of Stock issuable pursuant to the
Plan.
(u) "STOCK" means the common stock of the Company, as
adjusted from time to time in accordance with Section 4.2.
(v) "SUBSCRIPTION AGREEMENT" means a written agreement in
such form as specified by the Company, stating an Employee's election to
participate in the Plan and authorizing payroll deductions under the Plan from
the Employee's Compensation.
(w) "SUBSCRIPTION DATE" means the last business day prior to
the Offering Date or such earlier date as the Company shall establish.
(x) "SUBSIDIARY CORPORATION" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.
2.2 CONSTRUCTION. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.
3. ADMINISTRATION.
3.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by
the Board. All questions of interpretation of the Plan, of any form of agreement
or other document employed by the Company in the administration of the Plan, or
of any Purchase Right shall be determined by the Board and shall be final and
binding upon all persons having an interest in the Plan or the Purchase Right.
Subject to the provisions of the Plan, the Board shall determine all of the
relevant terms and conditions of Purchase Rights; provided, however, that all
Participants granted Purchase Rights pursuant to an Offering shall have the same
rights and privileges within the meaning of Section 423(b)(5) of the Code in
such Offering. All expenses incurred in connection with the administration of
the Plan shall be paid by the Company.
3.2 AUTHORITY OF OFFICERS. Any officer of the Company shall have
the authority to act on behalf of the Company with respect to any matter, right,
obligation, determination or election that is the responsibility of or that is
allocated to the Company herein, provided that the officer has apparent
authority with respect to such matter, right, obligation, determination or
election.
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3.3 POLICIES AND PROCEDURES ESTABLISHED BY THE COMPANY. The Company
may, from time to time, consistent with the Plan and the requirements of Section
423 of the Code, establish, change or terminate such rules, guidelines,
policies, procedures, limitations, or adjustments as deemed advisable by the
Company, in its discretion, for the proper administration of the Plan,
including, without limitation, (a) a minimum payroll deduction amount required
for participation in an Offering, (b) a limitation on the frequency or number of
changes permitted in the rate of payroll deduction during an Offering, (c) an
exchange ratio applicable to amounts withheld in a currency other than United
States dollars, (d) a payroll deduction greater than or less than the amount
designated by a Participant in order to adjust for the Company's delay or
mistake in processing a Subscription Agreement or in otherwise effecting a
Participant's election under the Plan or as advisable to comply with the
requirements of Section 423 of the Code, and (e) determination of the date and
manner by which the Fair Market Value of a share of Stock is determined for
purposes of administration of the Plan.
3.4 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or officers or
employees of the Participating Company Group, members of the Board and any
officers or employees of the Participating Company Group to whom authority to
act for the Board or the Company is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same.
4. SHARES SUBJECT TO PLAN.
4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be Six Million Four Hundred Fifty-Eight
Thousand Five Hundred (6,458,500), and shall consist of authorized but unissued
or reacquired shares of Stock, or any combination thereof. If an outstanding
Purchase Right for any reason expires or is terminated or canceled, the shares
of Stock allocable to the unexercised portion of that Purchase Right shall again
be available for issuance under the Plan.
4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of
any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of the
Company, or in the event of any merger (including a merger effected for the
purpose of changing the Company's domicile), sale of assets or other
reorganization in which the Company is a party, appropriate adjustments shall be
made in the
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number and class of shares subject to the Plan, each Purchase Right, and in the
Purchase Price. If a majority of the shares of the same class as the shares
subject to outstanding Purchase Rights are exchanged for, converted into, or
otherwise become (whether or not pursuant to an Ownership Change Event) shares
of another corporation (the "NEW SHARES"), the Board may unilaterally amend the
outstanding Purchase Rights to provide that such Purchase Rights are exercisable
for New Shares. In the event of any such amendment, the number of shares subject
to, and the Purchase Price of, the outstanding Purchase Rights shall be adjusted
in a fair and equitable manner, as determined by the Board, in its discretion.
Notwithstanding the foregoing, any fractional share resulting from an adjustment
pursuant to this Section 4.2 shall be rounded down to the nearest whole number,
and in no event may the Purchase Price be decreased to an amount less than the
par value, if any, of the stock subject to the Purchase Right. The adjustments
determined by the Board pursuant to this Section 4.2 shall be final, binding and
conclusive.
5. ELIGIBILITY.
5.1 EMPLOYEES ELIGIBLE TO PARTICIPATE. Each Employee of a
Participating Company is eligible to participate in the Plan and shall be deemed
an Eligible Employee, except any Employee who is either: (a) customarily
employed by the Participating Company Group for twenty (20) hours or less per
week or (b) customarily employed by the Participating Company Group for not more
than five (5) months in any calendar year.
5.2 EXCLUSION OF CERTAIN STOCKHOLDERS. Notwithstanding any
provision of the Plan to the contrary, no Employee shall be treated as an
Eligible Employee and granted a Purchase Right under the Plan if, immediately
after such grant, the Employee would own or hold options to purchase stock of
the Company or of any Parent Corporation or Subsidiary Corporation possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of such corporation, as determined in accordance with Section
423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules
of Section 424(d) of the Code shall apply in determining the stock ownership of
such Employee.
5.3 DETERMINATION BY COMPANY. The Company shall determine in good
faith and in the exercise of its discretion whether an individual has become or
has ceased to be an Employee or an Eligible Employee and the effective date of
such individual's attainment or termination of such status, as the case may be.
For purposes of an individual's participation in or other rights, if any, under
the Plan as of the time of the Company's determination, all such determinations
by the Company shall be final, binding and conclusive, notwithstanding that the
Company or any governmental agency subsequently makes a contrary determination.
6. OFFERINGS.
6.1 OFFERING PERIODS. The Plan shall be implemented on and after
the Effective Date by sequential Offerings of approximately six (6) months
duration or such other duration as the Board shall determine (an "OFFERING
PERIOD"); provided, however, that the first Offering Period (the "INITIAL
OFFERING PERIOD") shall commence on the Effective Date and end on July 31, 2001.
Subsequent Offering Periods shall commence on or about February 1 and
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August 1 of each year and end on the following January 31 or July 31,
respectively, occurring thereafter.
6.2 DISCRETION TO VARY DURATION. Notwithstanding the foregoing, the
Board may establish a different duration for one or more Offering Periods or
different commencing or ending dates for such Offering Periods; provided,
however, that no Offering Period may have a duration exceeding twenty-seven (27)
months. If the first or last day of an Offering Period is not a day on which the
national securities exchanges or Nasdaq Stock Market are open for trading, the
Company shall specify the trading day that will be deemed the first or last day,
as the case may be, of the Offering Period.
7. PARTICIPATION IN THE PLAN.
7.1 INITIAL PARTICIPATION.
(a) GENERALLY. Except as provided in Section 7.1(b), an
Eligible Employee may become a Participant in an Offering Period by delivering
(i) a properly completed Subscription Agreement or (ii) a Cash Exercise Notice,
together with the Cash Contribution (as defined below) to the office designated
by the Company not later than the close of business for such office on the
Subscription Date established by the Company for the applicable Offering Period.
An Eligible Employee who does not deliver a properly completed Subscription
Agreement or Cash Exercise Notice and Cash Contribution to the Company's
designated office on or before the Subscription Date for an Offering Period
shall not participate in the Plan for that Offering Period or for any subsequent
Offering Period unless the Eligible Employee subsequently delivers a properly
completed Subscription Agreement or Cash Exercise Notice and Cash Contribution
to the appropriate office of the Company on or before the Subscription Date for
such subsequent Offering Period. An Employee who becomes an Eligible Employee
after the Offering Date of an Offering Period shall not be eligible to
participate in that Offering Period but may participate in any subsequent
Offering Period provided the Employee is still an Eligible Employee as of the
Offering Date of such subsequent Offering Period.
(b) AUTOMATIC PARTICIPATION IN INITIAL OFFERING PERIOD.
Notwithstanding Section 7.1(b), each Eligible Employee as of the Effective Date
shall automatically become a Participant in the Initial Offering Period and
shall be granted automatically a Purchase Right consisting of an option to
purchase the lesser of (a) a number of whole shares of Stock determined in
accordance with Section 8, or (b) a number of whole shares of Stock determined
by dividing fifteen percent (15%) of such Participant's Compensation paid during
the Initial Offering Period by the Purchase Price applicable to the Initial
Offering Period. Following the Registration Date, if a Participant wishes to
commence payroll deductions, the Participant may deliver a Subscription
Agreement to the office designated by the Company.
7.2 CONTINUED PARTICIPATION. A Participant shall automatically
participate in the next Offering Period commencing immediately after the
Purchase Date of each Offering Period in which the Participant participates
provided that the Participant remains an Eligible Employee on the Offering Date
of the new Offering Period and has not either (a) withdrawn from the Plan
pursuant to Section 12.1 or (b) terminated employment as provided in Section 13.
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A Participant, who has previously authorized payroll deductions, and who may
automatically participate in a subsequent Offering Period, as provided in this
Section, is not required to deliver a Subscription Agreement for the subsequent
Offering Period in order to continue participation in the Plan. However, a
Participant may deliver a Subscription Agreement for a subsequent Offering
Period in accordance with the procedures set forth in Section 7.1(b) if the
Participant desires to change any of the terms of the Participant's
participation in the Offering Period or elections contained in the Participant's
then-effective Subscription Agreement.
8. RIGHT TO PURCHASE SHARES.
8.1 GRANT OF PURCHASE RIGHT. Except as provided in Section 7.1(a)
with respect to the Initial Offering Period or as set forth below, on the
Offering Date of each Offering Period, each Participant in such Offering Period
shall be granted automatically, on the Offering Date, a Purchase Right
consisting of an option to purchase on the Purchase Date, the lesser of (a) that
number of whole shares of Stock determined by dividing Twelve Thousand Five
Hundred Dollars ($12,500) by the Fair Market Value of a share of Stock on such
Offering Date or (b) one thousand (1,000) shares of Stock. No Purchase Right
shall be granted on an Offering Date to any person who is not, on such Offering
Date, an Eligible Employee. Notwithstanding the foregoing, the Board may
establish different limits as to the number of shares a Participant shall be
permitted to purchase in any particular Offering Period.
8.2 PRO RATA ADJUSTMENT OF PURCHASE RIGHT. Notwithstanding the
provisions of Section 8.1, if the Board establishes an Offering Period of any
duration other than six months, then (a) the dollar amount in Section 8.1 shall
be determined by multiplying $2,083.33 by the number of months (rounded to the
nearest whole month) in the Offering Period and rounding to the nearest whole
dollar, and (b) the share amount in Section 8.1 shall be determined by
multiplying 166.67 shares by the number of months (rounded to the nearest whole
month) in the Offering Period and rounding to the nearest whole share.
8.3 CALENDAR YEAR PURCHASE LIMITATION. Notwithstanding any
provision of the Plan to the contrary, no Participant shall be granted a
Purchase Right which permits his or her right to purchase shares of Stock under
the Plan to accrue at a rate which, when aggregated with such Participant's
rights to purchase shares under all other employee stock purchase plans of a
Participating Company intended to meet the requirements of Section 423 of the
Code, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or
such other limit, if any, as may be imposed by the Code) for each calendar year
in which such Purchase Right is outstanding at any time. For purposes of the
preceding sentence, the Fair Market Value of shares purchased during a given
Offering Period shall be determined as of the Offering Date for such Offering
Period. The limitation described in this Section shall be applied in conformance
with applicable regulations under Section 423(b)(8) of the Code.
9. PURCHASE PRICE.
The Purchase Price at which each share of Stock may be acquired in
an Offering Period upon the exercise of all or any portion of a Purchase Right
shall be established by the Board; provided, however, that the Purchase Price
shall not be less than eighty-five percent
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(85%) of the lesser of (a) the Fair Market Value of a share of Stock on the
Offering Date of the Offering Period or (b) the Fair Market Value of a share of
Stock on the Purchase Date. Unless otherwise provided by the Board prior to the
commencement of an Offering Period, the Purchase Price for that Offering Period
shall be eighty-five percent (85%) of the lesser of (a) the Fair Market Value of
a share of Stock on the Offering Date of the Offering Period, or (b) the Fair
Market Value of a share of Stock on the Purchase Date.
10. ACCUMULATION OF PURCHASE PRICE.
Shares of Stock acquired pursuant to the exercise of all or any
portion of a Purchase Right may be paid for by means of (i) cash or by check
("CASH CONTRIBUTIONS") or (ii) payroll deductions from the Participant's
Compensation accumulated during the Offering Period for which such Purchase
Right was granted, or a combination of both, subject to the following:
10.1 AMOUNT OF PAYROLL DEDUCTIONS. Except as otherwise provided
herein, the amount to be deducted under the Plan from a Participant's
Compensation on each payday during an Offering Period shall be determined by the
Participant's Subscription Agreement. The Subscription Agreement shall set forth
the percentage of the Participant's Compensation to be deducted on each payday
during an Offering Period in whole percentages of not less than one percent (1%)
(except as a result of an election pursuant to Section 10.3 to stop payroll
deductions effective following the first payday during an Offering) or more than
fifteen percent (15%). The Board may change the foregoing limits on payroll
deductions effective as of any Offering Date.
10.2 COMMENCEMENT OF PAYROLL DEDUCTIONS. Except as otherwise
provided herein, payroll deductions shall commence on the first payday following
the Offering Date and shall continue to the end of the Offering Period unless
sooner altered or terminated as provided herein; provided, however, that with
respect to any Offering Period, payroll deductions shall commence as soon as
practicable following the Company's receipt of any Participant's Subscription
Agreement (delivered no earlier than the Registration Date), if any.
10.3 ELECTION TO CHANGE OR STOP PAYROLL DEDUCTIONS. During an
Offering Period, a Participant may elect to increase or decrease the rate of or
to stop deductions from his or her Compensation by delivering to the Company's
designated office an amended Subscription Agreement authorizing such change on
or before the Change Notice Date, as defined below. A Participant who elects,
effective following the first payday of an Offering Period, to decrease the rate
of his or her payroll deductions to zero percent (0%) shall nevertheless remain
a Participant in the current Offering Period unless such Participant withdraws
from the Plan as provided in Section 12.1. The "CHANGE NOTICE DATE" shall be the
day immediately prior to the beginning of the first pay period for which such
election is to be effective, unless a different date is established by the
Company and announced to the Participants. In addition, in the event a
Participant has elected a payroll deduction rate of less than fifteen percent
(15%), and elects to purchase additional shares of Stock by way of Cash
Contributions up to the maximum limit set forth in Section 8 in any Offering
Period, payroll deduction rate shall continue in effect for the next Offering
Period at the rate specified in the Participant's then effective Subscription
Agreement and shall not be deemed to have been increased by the amount of Cash
Contribution in such prior Offering Period.
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10.4 ADMINISTRATIVE SUSPENSION OF PAYROLL DEDUCTIONS. The Company
may, in its sole discretion, suspend a Participant's payroll deductions under
the Plan as the Company deems advisable to avoid accumulating payroll deductions
and/or Cash Contributions in the Offering Period in excess of the amount that
could reasonably be anticipated to purchase the maximum number of shares of
Stock permitted (a) under the Participant's Purchase Right or (b) during a
calendar year under the limit set forth in Section 8.3. Payroll deductions shall
be resumed at the rate specified in the Participant's then effective
Subscription Agreement at the beginning, respectively, of (a) the next Offering
Period, provided that the individual is a Participant in such Offering Period or
(b) the next Offering Period the Purchase Date of which falls in the following
calendar year, unless the Participant has either withdrawn from the Plan as
provided in Section 12.1 or has ceased to be an Eligible Employee.
10.5 PARTICIPANT ACCOUNTS. Individual bookkeeping accounts shall be
maintained for each Participant. All payroll deductions from a Participant's
Compensation and Cash Contributions received from the Participant in any
Offering Period shall be credited to such Participant's Plan account and shall
be deposited with the general funds of the Company. All amounts received from
the Participant or held by the Company may be used by the Company for any
corporate purpose.
10.6 NO INTEREST PAID. Interest shall not be paid on sums deducted
from a Participant's Compensation or on Cash Contributions received from the
Participant pursuant to the Plan.
10.7 VOLUNTARY WITHDRAWAL FROM PLAN ACCOUNT. A Participant may
withdraw all or any portion of the amounts credited to his or her Plan account
and not previously applied toward the purchase of Stock by delivering to the
Company's designated office a written notice on a form provided by the Company
for such purpose. A Participant who withdraws the entire remaining balance
credited to his or her Plan account shall be deemed to have withdrawn from the
Plan in accordance with Section 12.1. Amounts withdrawn shall be returned to the
Participant as soon as practicable after the Company's receipt of the notice of
withdrawal and may not be applied to the purchase of shares in any Offering
under the Plan. The Company may from time to time establish or change
limitations on the frequency of withdrawals permitted under this Section,
establish a minimum dollar amount that must be retained in the Participant's
Plan account, or terminate the withdrawal right provided by this Section.
11. PURCHASE OF SHARES.
11.1 EXERCISE OF PURCHASE RIGHT. On the Purchase Date of an
Offering Period, each Participant who has not withdrawn from the Plan and whose
participation in the Offering has not otherwise terminated before such Purchase
Date shall automatically acquire pursuant to the exercise of the Participant's
Purchase Right (a) the number of whole shares of Stock determined by dividing
(i) the total amount of the Participant's payroll deductions accumulated in the
Participant's Plan account during the Offering Period and not previously applied
toward the purchase of Stock by (ii) the Purchase Price, and (b) such additional
shares of Stock as determined in accordance with the Cash Exercise Notice
delivered to the office
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designated by the Company no earlier than the Registration Date and not later
than the close of business for such office on the last business day immediately
preceding the Purchase Date or such earlier date as the Company shall establish,
accompanied by the Cash Contribution of the Purchase Price for such additional
shares. However, in no event shall the total number of shares of Stock purchased
by the Participant during an Offering Period exceed the number of shares subject
to the Participant's Purchase Right. The Company shall refund to the Participant
in accordance with Section 11.4 any excess Purchase Price payment received from
the Participant. No shares of Stock shall be purchased on a Purchase Date on
behalf of a Participant whose participation in the Offering or the Plan has
terminated before such Purchase Date.
11.2 PRO RATA ALLOCATION OF SHARES. If the number of shares of
Stock which might be purchased by all Participants in the Plan on a Purchase
Date exceeds the number of shares of Stock available in the Plan as provided in
Section 4.1, the Company shall make a pro rata allocation of the remaining
shares in as uniform a manner as practicable and as the Company determines to be
equitable. Any fractional share resulting from such pro rata allocation to any
Participant shall be disregarded.
11.3 DELIVERY OF CERTIFICATES. As soon as practicable after each
Purchase Date, the Company shall arrange the delivery to each Participant of a
certificate representing the shares acquired by the Participant on such Purchase
Date; provided that the Company may deliver such shares to a broker designated
by the Company that will hold such shares for the benefit of the Participant.
Shares to be delivered to a Participant under the Plan shall be registered in
the name of the Participant, or, if requested by the Participant, in the name of
the Participant and his or her spouse, or, if applicable, in the names of the
heirs of the Participant.
11.4 RETURN OF CASH BALANCE. Any cash balance remaining in a
Participant's Plan account following any Purchase Date shall be refunded to the
Participant as soon as practicable after such Purchase Date. However, if the
cash balance to be returned to a Participant pursuant to the preceding sentence
is less than the amount that would have been necessary to purchase an additional
whole share of Stock on such Purchase Date, the Company may retain the cash
balance in the Participant's Plan account to be applied toward the purchase of
shares of Stock in the subsequent Offering Period.
11.5 TAX WITHHOLDING. At the time a Participant's Purchase Right is
exercised, in whole or in part, or at the time a Participant disposes of some or
all of the shares of Stock he or she acquires under the Plan, the Participant
shall make adequate provision for the federal, state, local and foreign tax
withholding obligations, if any, of the Participating Company Group which arise
upon exercise of the Purchase Right or upon such disposition of shares,
respectively. The Participating Company Group may, but shall not be obligated
to, withhold from the Participant's compensation the amount necessary to meet
such withholding obligations.
11.6 EXPIRATION OF PURCHASE RIGHT. Any portion of a Participant's
Purchase Right remaining unexercised after the end of the Offering Period to
which the Purchase Right relates shall expire immediately upon the end of the
Offering Period.
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<PAGE> 12
11.7 PROVISION OF REPORTS AND STOCKHOLDER INFORMATION TO
PARTICIPANTS. Each Participant who has exercised all or part of his or her
Purchase Right shall receive, as soon as practicable after the Purchase Date, a
report of such Participant's Plan account setting forth the amount credited to
his or her Plan account prior to such exercise, the number of shares of Stock
purchased, the Purchase Price for such shares, the date of purchase and the cash
balance, if any, remaining immediately after such purchase that is to be
refunded or retained in the Participant's Plan account pursuant to Section 11.4.
The report required by this Section may be delivered in such form and by such
means, including by electronic transmission, as the Company may determine. In
addition, each Participant shall be provided information concerning the Company
equivalent to that information provided generally to the Company's common
stockholders.
12. WITHDRAWAL FROM OFFERING OR PLAN.
12.1 VOLUNTARY WITHDRAWAL. A Participant may withdraw from the Plan
by signing and delivering to the Company's designated office a written notice of
withdrawal on a form provided by the Company for this purpose. Such withdrawal
may be elected at any time prior to the end of an Offering Period; provided,
however, that if a Participant withdraws from the Plan after a Purchase Date,
the withdrawal shall not affect shares of Stock acquired by the Participant on
such Purchase Date. A Participant who voluntarily withdraws from the Plan or an
Offering is prohibited from resuming participation in the Plan in the same
Offering from which he or she withdrew, but may participate in any subsequent
Offering by again satisfying the requirements of Sections 5 and 7.1. The Company
may impose, from time to time, a requirement that the notice of withdrawal be on
file with the Company's designated office for a reasonable period prior to the
effectiveness of the Participant's withdrawal.
12.2 RETURN OF ACCOUNT BALANCE. Upon a Participant's withdrawal
from the Plan pursuant to Section 12.1, the Participant's accumulated Plan
account balance which has not been applied toward the purchase of shares shall
be refunded to the Participant as soon as practicable after the withdrawal,
without the payment of any interest, and the Participant's interest in the Plan
shall terminate. Such amounts to be refunded in accordance with this Section may
not be applied to any other Offering under the Plan.
13. TERMINATION OF EMPLOYMENT OR ELIGIBILITY.
Upon a Participant's ceasing, prior to a Purchase Date, to be an
Employee of the Participating Company Group for any reason, including
retirement, disability or death, or upon the failure of a Participant to remain
an Eligible Employee, the Participant's participation in the Plan shall
terminate immediately. In such event, the Participant's accumulated Plan account
balance which has not been applied toward the purchase of shares shall, as soon
as practicable, be returned to the Participant or, in the case of the
Participant's death, to the Participant's legal representative, and all of the
Participant's rights under the Plan shall terminate. Interest shall not be paid
on sums returned pursuant to this Section 13. A Participant whose participation
has been so terminated may again become eligible to participate in the Plan by
satisfying the requirements of Sections 5 and 7.1.
12
<PAGE> 13
14. CHANGE IN CONTROL.
14.1 DEFINITIONS.
(a) An "OWNERSHIP CHANGE EVENT" shall be deemed to have
occurred if any of the following occurs with respect to the Company: (i) the
direct or indirect sale or exchange in a single or series of related
transactions by the stockholders of the Company of more than fifty percent (50%)
of the voting stock of the Company; (ii) a merger or consolidation in which the
Company is a party; (iii) the sale, exchange, or transfer of all or
substantially all of the assets of the Company; or (iv) a liquidation or
dissolution of the Company.
(b) A "CHANGE IN CONTROL" shall mean an Ownership Change
Event or a series of related Ownership Change Events (collectively, the
"TRANSACTION") wherein the stockholders of the Company immediately before the
Transaction do not retain immediately after the Transaction, in substantially
the same proportions as their ownership of shares of the Company's voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting stock of the Company or the corporation or corporations to
which the assets of the Company were transferred (the "TRANSFEREE
CORPORATION(s)"), as the case may be. For purposes of the preceding sentence,
indirect beneficial ownership shall include, without limitation, an interest
resulting from ownership of the voting stock of one or more corporations which,
as a result of the Transaction, own the Company or the Transferee
Corporation(s), as the case may be, either directly or through one or more
subsidiary corporations. The Board shall have the right to determine whether
multiple sales or exchanges of the voting stock of the Company or multiple
Ownership Change Events are related, and its determination shall be final,
binding and conclusive.
14.2 EFFECT OF CHANGE IN CONTROL ON PURCHASE RIGHTS. In the event
of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or parent corporation thereof, as the case may be (the "ACQUIRING
CORPORATION"), may assume the Company's rights and obligations under the Plan.
If the Acquiring Corporation elects not to assume the Company's rights and
obligations under outstanding Purchase Rights, the Purchase Date of the then
current Offering Period shall be accelerated to a date before the date of the
Change in Control specified by the Board, but the number of shares of Stock
subject to outstanding Purchase Rights shall not be adjusted. All Purchase
Rights which are neither assumed by the Acquiring Corporation in connection with
the Change in Control nor exercised as of the date of the Change in Control
shall terminate and cease to be outstanding effective as of the date of the
Change in Control.
15. NONTRANSFERABILITY OF PURCHASE RIGHTS.
Neither payroll deductions or other amounts credited to a
Participant's Plan account nor a Participant's Purchase Right may be assigned,
transferred, pledged or otherwise disposed of in any manner other than as
provided by the Plan or by will or the laws of descent and distribution. (A
beneficiary designation pursuant to Section 20 shall not be treated as a
disposition for this purpose.) Any such attempted assignment, transfer, pledge
or other
13
<PAGE> 14
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw from the Plan as provided in Section 12.1. A Purchase
Right shall be exercisable during the lifetime of the Participant only by the
Participant.
16. COMPLIANCE WITH SECURITIES LAW.
The issuance of shares under the Plan shall be subject to
compliance with all applicable requirements of federal, state and foreign law
with respect to such securities. A Purchase Right may not be exercised if the
issuance of shares upon such exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any securities exchange or market system upon which the
Stock may then be listed. In addition, no Purchase Right may be exercised unless
(a) a registration statement under the Securities Act of 1933, as amended, shall
at the time of exercise of the Purchase Right be in effect with respect to the
shares issuable upon exercise of the Purchase Right, or (b) in the opinion of
legal counsel to the Company, the shares issuable upon exercise of the Purchase
Right may be issued in accordance with the terms of an applicable exemption from
the registration requirements of said Act. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company's legal counsel to be necessary to the lawful issuance and
sale of any shares under the Plan shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the exercise of a
Purchase Right, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation, and to make any representation or warranty
with respect thereto as may be requested by the Company.
17. RIGHTS AS A STOCKHOLDER AND EMPLOYEE.
A Participant shall have no rights as a stockholder by virtue of
the Participant's participation in the Plan until the date of the issuance of a
certificate for the shares purchased pursuant to the exercise of the
Participant's Purchase Right (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such certificate is issued, except as
provided in Section 4.2. Nothing herein shall confer upon a Participant any
right to continue in the employ of the Participating Company Group or interfere
in any way with any right of the Participating Company Group to terminate the
Participant's employment at any time.
18. LEGENDS.
The Company may at any time place legends or other identifying
symbols referencing any applicable federal, state or foreign securities law
restrictions or any provision convenient in the administration of the Plan on
some or all of the certificates representing shares of Stock issued under the
Plan. The Participant shall, at the request of the Company, promptly present to
the Company any and all certificates representing shares acquired pursuant to a
Purchase Right in the possession of the Participant in order to carry out the
provisions of this
14
<PAGE> 15
Section. Unless otherwise specified by the Company, legends placed on such
certificates may include but shall not be limited to the following:
"THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE
CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN
EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY
SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE
REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED
UNDER THE PLAN IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY
NOMINEE)."
19. NOTIFICATION OF DISPOSITION OF SHARES.
The Company may require the Participant to give the Company prompt
notice of any disposition of shares acquired by exercise of a Purchase Right.
The Company may require that until such time as a Participant disposes of shares
acquired upon exercise of a Purchase Right, the Participant shall hold all such
shares in the Participant's name (or, if elected by the Participant, in the name
of the Participant and his or her spouse but not in the name of any nominee)
until the later of two years after the date of grant of such Purchase Right or
one year after the date of exercise of such Purchase Right. The Company may
direct that the certificates evidencing shares acquired by exercise of a
Purchase Right refer to such requirement to give prompt notice of disposition.
20. DESIGNATION OF BENEFICIARY.
20.1 DESIGNATION PROCEDURE. A Participant may file a written
designation of a beneficiary who is to receive (a) shares and cash, if any, from
the Participant's Plan account if the Participant dies subsequent to a Purchase
Date but prior to delivery to the Participant of such shares and cash or (b)
cash, if any, from the Participant's Plan account if the Participant dies prior
to the exercise of the Participant's Purchase Right. If a married Participant
designates a beneficiary other than the Participant's spouse, the effectiveness
of such designation shall be subject to the consent of the Participant's spouse.
A Participant may change his or her beneficiary designation at any time by
written notice to the Company.
20.2 ABSENCE OF BENEFICIARY DESIGNATION. If a Participant dies
without an effective designation pursuant to Section 20.1 of a beneficiary who
is living at the time of the Participant's death, the Company shall deliver any
shares or cash credited to the Participant's Plan account to the Participant's
legal representative.
21. 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
15
<PAGE> 16
specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.
22. AMENDMENT OR TERMINATION OF THE PLAN.
The Board may at any time amend or terminate the Plan, except that
(a) such termination shall not affect Purchase Rights previously granted under
the Plan, except as permitted under the Plan, and (b) no amendment may adversely
affect a Purchase Right previously granted under the Plan (except to the extent
permitted by the Plan or as may be necessary to qualify the Plan as an employee
stock purchase plan pursuant to Section 423 of the Code or to obtain
qualification or registration of the shares of Stock under applicable federal,
state or foreign securities laws). In addition, an amendment to the Plan must be
approved by the stockholders of the Company within twelve (12) months of the
adoption of such amendment if such amendment would increase the maximum
aggregate number of shares of Stock that may be issued under the Plan (except by
operation of the provisions of Section 4.2) or would change the definition of
the corporations that may be designated by the Board as Participating Companies.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies
that the foregoing is the Telect, Inc. Amended and Restated 2000 Employee Stock
Purchase Plan as amended through November ____, 2000.
------------------------------------
Secretary
16
<PAGE> 17
PLAN HISTORY
________, 2000 Board of Telect, Inc., a Washington corporation ("Telect")
adopts the Initial Plan, with an initial reserve
of 6,458,500 shares.
________, 2000 Shareholders of Telect approve the Initial Plan.
________, 2000 Board amends and restates the Initial Plan as the Plan,
permitting Participants to acquire shares of Stock pursuant
to the exercise of a Purchase Right by means of cash or
check.
17
<PAGE> 18
TELECT, INC.
AMENDED AND RESTATED
2000 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
NAME (Please print):___________________________________________________________
(Last) (First) (Middle)
[ ] Original application for the Offering Period beginning (date):__________
[ ] Change in payroll deduction rate effective with the pay period ending
(date):__________
[ ] Change of beneficiary.
I. SUBSCRIPTION
I elect to participate in the Amended and Restated 2000 Employee Stock
Purchase Plan (the "PLAN") of Telect, Inc. (the "COMPANY") and to subscribe to
purchase shares of the Company's Common Stock in accordance with this
Subscription Agreement and the Plan.
I authorize payroll deductions of __________ percent (in whole
percentages not less than 1%, unless an election to stop deductions is being
made, or more than 15%) of my "COMPENSATION" on each payday throughout the
"OFFERING PERIOD" in accordance with the Plan. I understand that these payroll
deductions will be accumulated for the purchase of shares of Common Stock at the
applicable purchase price determined in accordance with the Plan. Except as
otherwise provided by the Plan, I will automatically purchase shares on each
"PURCHASE DATE" unless I withdraw from the Offering or the Plan by giving
written notice on a form provided by the Company or unless my eligibility or
employment terminates.
I understand that I will automatically participate in each subsequent
Offering that commences immediately after the last day of an Offering in which I
am participating until I withdraw from the Plan by giving written notice on a
form provided by the Company or my eligibility or employment terminates.
Shares I purchase under the Plan should be issued in the name(s) set
forth below. (Shares may be issued in the participant's name alone or together
with the participant's spouse as community property or in joint tenancy.)
NAME(S) (please print): _______________________________________________
ADDRESS: ______________________________________________________________
MY SOCIAL SECURITY NUMBER: ____________________________________________
I agree to make adequate provision for the federal, state, local and
foreign tax withholding obligations, if any, which arise upon my purchase of
shares under the Plan and/or my disposition of shares. The Company may withhold
from my compensation the amount necessary to meet such withholding obligations.
I agree that, unless otherwise permitted by the Company, until I dispose
of shares I purchase under the Plan, I will hold such shares in the name(s)
entered above (and not in the name of any nominee) until the later of (i) two
years after the first day of the Offering Period in which I purchased the shares
and (ii) one year after the Purchase Date on which I purchased the shares. This
restriction only applies to the name(s) in which shares are held and does not
affect my ability to dispose of Plan shares.
1
<PAGE> 19
I AGREE THAT I WILL NOTIFY THE CHIEF FINANCIAL OFFICER OF THE COMPANY IN
WRITING WITHIN 30 DAYS AFTER ANY SALE, GIFT, TRANSFER OR OTHER DISPOSITION OF
ANY KIND PRIOR TO THE END OF THE PERIODS REFERRED TO IN THE PRECEDING PARAGRAPH
(A "DISQUALIFYING DISPOSITION") OF ANY SHARES I PURCHASED UNDER THE PLAN. IF I
DO NOT RESPOND WITHIN 30 DAYS OF THE DATE OF A DISQUALIFYING DISPOSITION SURVEY
DELIVERED TO ME BY CERTIFIED MAIL, THE COMPANY IS AUTHORIZED TO TREAT MY
NONRESPONSE AS MY NOTICE TO THE COMPANY OF A DISQUALIFYING DISPOSITION AND TO
COMPUTE AND REPORT TO THE INTERNAL REVENUE SERVICE THE ORDINARY INCOME I MUST
RECOGNIZE UPON SUCH DISQUALIFYING DISPOSITION.
II. BENEFICIARY DESIGNATION
In the event of my death, I designate the following as my beneficiary to
receive all payments and shares then due me under the Plan:
BENEFICIARY'S NAME (please print):_____________________________________
(First) (Middle) (Last)
RELATIONSHIP:_____________________ SOC. SEC. NO.: _____________________
ADDRESS: ______________________________________________________________
If you are married and your beneficiary is someone other than your
spouse, then your spouse must sign and date this form as indicated below. If you
are not married when you designate a beneficiary and you later become married,
or if you later become married to a different person, the beneficiary
designation previously made will be automatically revoked. Payments and shares
then due you upon your death will be delivered to your then spouse unless you
have completed a new beneficiary designation and it is consented to by your then
spouse.
III. CONSENT OF SPOUSE
I am the spouse of ______________________________________. I consent to
the above designation of a beneficiary other than me to receive payments and
shares due my spouse under the Plan.
Date:
----------------------------------- -----------------------------------
Signature of Participant's Spouse
IV. PARTICIPANT DECLARATION
Any election I have made on this form revokes all prior elections with
regard to this form.
I am familiar with the provisions of the Plan and agree to participate
in the Plan subject to all of its provisions. I understand that the Board of
Directors of the Company reserves the right to terminate the Plan or to amend
the Plan and my right to purchase stock under the Plan to the extent provided by
the Plan. I understand that the effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Plan.
Date:
----------------------------------- -----------------------------------
Signature of Participant
2
<PAGE> 20
TELECT, INC.
AMENDED AND RESTATED
2000 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
NAME (Please print): __________________________________________________________
(Last) (First) (Middle)
[ ] Withdrawal from Plan in full.
[ ] Partial withdrawal of payroll deductions from Plan account.
I. WITHDRAWAL IN FULL
I elect to withdraw from the Telect, Inc. Amended and Restated 2000
Employee Stock Purchase Plan (the "PLAN") and the Offering which began on
(date)____________________ and in which I am participating (the "CURRENT
OFFERING").
ELECT EITHER A OR B BELOW:
[ ] A. IMMEDIATE TERMINATION. I elect to terminate immediately my
participation in the Current Offering and the Plan. I request
that the Company cease all further payroll deductions under the
Plan (provided I have given sufficient notice before the next
payday), if applicable. Any payroll deductions or cash
contributions not previously used to purchase shares should not
be used to purchase shares in the Current Offering. Instead, I
request that all such amounts be paid to me as soon as
practicable. I understand that this election immediately
terminates my interest in the Current Offering and in the Plan.
[ ] B. TERMINATION AFTER NEXT PURCHASE. I elect to terminate my
participation in the Plan following my purchase of shares on the
next Purchase Date of the Current Offering. I request that the
Company cease all further payroll deductions under the Plan
(provided I have given sufficient notice before the next
payday), if applicable. All payroll deductions and other amounts
credited to my Plan account should be used to purchase shares on
the next Purchase Date of the Current Offering to the extent
permitted by the Plan. I understand that this election will
terminate my interest in the Plan immediately following such
purchase. I request that any cash balance remaining in my Plan
account after my purchase of shares be paid to me as soon as
practicable.
I understand that I am terminating my interest in the Plan and that no
further payroll deductions will be made (provided I have given sufficient notice
before the next payday), unless I elect to become a participant in another
Offering by filing a new Subscription Agreement with the Company or delivering a
Cash Exercise Notice, accompanied by payment in cash or by check of the Purchase
Price, to the Company, in accordance with the provisions of the Plan. I
understand that I will receive no interest on the amounts paid to me from my
Plan account, and that I may not apply such amounts to any other Offering under
the Plan or any other employee stock purchase plan of the Company.
II. PARTIAL WITHDRAWAL OF ACCOUNT BALANCE
Amount of withdrawal requested: $
I request that the above amount not previously used to purchase shares
under the Plan be withdrawn from my Plan account and paid to me as soon as
practicable. If the amount requested constitutes the entire balance of my Plan
account, I understand that I will be treated as having elected to withdraw in
full from the Plan in accordance with alternative A above. I understand that I
will receive no interest on the amounts paid to me from my Plan account, and
that I may not apply such amounts to any other Offering under the Plan or any
other employee stock purchase plan of the Company.
Date: Signature:
------------------------ ---------------------------------
<PAGE> 21
TELECT, INC.
AMENDED AND RESTATED
2000 EMPLOYEE STOCK PURCHASE PLAN
CASH EXERCISE NOTICE
Telect, Inc.
2111 N. Molter Road
Liberty Lake, WA 99019
Attention: Chief Financial Officer
Ladies and Gentlemen:
I. ELECTION
I hereby elect to participate in the Amended and Restated 2000 Employee
Stock Purchase Plan (the "Plan") of Telect, Inc (the "Company") and to purchase
_________________ shares of the Company's Common Stock in accordance with this
Cash Exercise Notice and the Plan. Except as otherwise provided by the Plan, I
will purchase the shares unless I withdraw from the offering or the Plan by
giving written notice of a form provided by the Company or unless my eligibility
or employment terminates.
I enclose payment in full for the total exercise price for the shares in
the following form(s), as authorized by the Plan:
[ ] Cash: $______________________
[ ] Check: $______________________
Shares I purchase under the Plan should be issued in the name(s) set
forth below. (Shares may be issued in the participant's name alone or together
with the participant's spouse as community property or in joint tenancy.)
NAME(S) (please print): _______________________________________________
ADDRESS: ______________________________________________________________
MY SOCIAL SECURITY NUMBER: ____________________________________________
I agree to make adequate provision for the federal, state, local and
foreign tax withholding obligations, if any, which arise upon my purchase of
shares under the Plan and/or my disposition of shares. The Company may withhold
from my compensation the amount necessary to meet such withholding obligations.
I agree that, unless otherwise permitted by the Company, until I dispose
of shares I purchase under the Plan, I will hold such shares in the name(s)
entered above (and not in the name of any nominee) until the later of (i) two
years after the first day of the Offering Period in which I purchased the shares
and (ii) one year after the Purchase Date on which I purchased the shares. This
restriction only applies to the name(s) in which shares are held and does not
affect my ability to dispose of Plan shares.
I AGREE THAT I WILL NOTIFY THE CHIEF FINANCIAL OFFICER OF THE COMPANY IN
WRITING WITHIN 30 DAYS AFTER ANY SALE, GIFT, TRANSFER OR OTHER DISPOSITION OF
ANY KIND PRIOR TO THE END OF THE PERIODS REFERRED TO IN THE PRECEDING PARAGRAPH
(A "DISQUALIFYING DISPOSITION") OF ANY SHARES I PURCHASED UNDER THE PLAN. IF I
DO NOT RESPOND WITHIN 30 DAYS OF THE DATE OF A DISQUALIFYING DISPOSITION SURVEY
DELIVERED TO ME BY CERTIFIED MAIL, THE COMPANY IS AUTHORIZED TO TREAT MY
NONRESPONSE AS MY NOTICE
<PAGE> 22
TO THE COMPANY OF A DISQUALIFYING DISPOSITION AND TO COMPUTE AND REPORT TO THE
INTERNAL REVENUE SERVICE THE ORDINARY INCOME I MUST RECOGNIZE UPON SUCH
DISQUALIFYING DISPOSITION.
II. BENEFICIARY DESIGNATION
In the event of my death, I designate the following as my beneficiary to
receive all payments and shares then due me under the Plan:
BENEFICIARY'S NAME (please print): ____________________________________
(First) (Middle) (Last)
RELATIONSHIP: ____________________ SOC. SEC. NO.: _____________________
ADDRESS: ______________________________________________________________
If you are married and your beneficiary is someone other than your
spouse, then your spouse must sign and date this form as indicated below. If you
are not married when you designate a beneficiary and you later become married,
or if you later become married to a different person, the beneficiary
designation previously made will be automatically revoked. Payments and shares
then due you upon your death will be delivered to your then spouse unless you
have completed a new beneficiary designation and it is consented to by your then
spouse.
III. CONSENT OF SPOUSE
I am the spouse of _________________________________. I consent to the
above designation of a beneficiary other than me to receive payments and shares
due my spouse under the Plan.
Date:
----------------------------------- -----------------------------------
Signature of Participant's Spouse
IV. PARTICIPANT DECLARATION
I am familiar with the provisions of the Plan and agree to participate
in the Plan subject to all of its provisions. I understand that the Board of
Directors of the Company reserves the right to terminate the Plan or to amend
the Plan and my right to purchase stock under the Plan to the extent provided by
the Plan. I understand that the effectiveness of this Cash Exercise Notice is
dependent upon my eligibility to participate in the Plan.
Date:
----------------------------------- -----------------------------------
Signature of Participant
