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EXHIBIT 10.2
HAHT COMMERCE, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The HAHT Commerce, Inc. 2000 Employee Stock Purchase Plan
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(the "Plan") is established to provide eligible employees of HAHT Commerce,
Inc., a North Carolina corporation, and any successor corporation thereto
(collectively, "HAHT" or the "Company"), and any current or future parent
corporation or subsidiary corporations of HAHT as the Board of Directors of HAHT
(the "Board") shall from time to time designate (collectively referred to as the
"Company" and individually referred to as a "Participating Company"), with an
opportunity to acquire a proprietary interest in the Company by the purchase of
common stock of HAHT. For purposes of the Plan, a parent corporation and a
subsidiary corporation shall be as defined in sections 424(e) and 424(f),
respectively, of the Internal Revenue Code of 1986, as amended (the "Code").
HAHT intends that the Plan shall 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. Any term not expressly
defined in the Plan but defined for purposes of section 423 of the Code shall
have the same definition herein.
An employee participating in the Plan (a "Participant") may withdraw such
Participant's accumulated payroll deductions (if any) and terminate
participation in the Plan or any Offering (as defined below) therein at any time
during an Offering Period (as defined below). Accordingly, each Participant is,
in effect, granted an option pursuant to the Plan (a "Purchase Right") at the
beginning of an Offering Period (as defined below) that may or may not be
exercised at the end of the Offering Period.
2. Administration. The Plan shall be administered by a duly appointed
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committee (the "Committee") of the Board having such powers as shall be
specified by the Board. All questions of interpretation of the Plan or of any
Purchase Right shall be determined by the Committee and shall be final and
binding upon all persons having an interest in the Plan and/or any Purchase
Right. Subject to the provisions of the Plan, the Committee shall determine all
of the relevant terms and conditions of Purchase Rights granted pursuant to the
Plan; provided, however, that all Participants granted Purchase Rights pursuant
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to the Plan shall have the same rights and privileges within the meaning of
section 423(b)(5) of the Code. All expenses incurred in connection with the
administration of the Plan shall be paid by the Company.
3. Share Reserve. The maximum number of shares that may be issued under
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the Plan shall be _________________________ (__________) shares of HAHT's
authorized but unissued common stock, ____ par value (the "Shares"); provided,
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however, that the Company shall have the authority to purchase shares of its
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issued common stock on the Nasdaq National Market, or on such other national or
regional markets on which such shares are being traded, to satisfy its
obligations under the Plan. Any shares purchased by the Company pursuant to
this Paragraph 3 shall reduce the share reserve set forth above by a
corresponding amount. In the
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event that any Purchase Right for any reason expires or is canceled or
terminated, the Shares allocable to the unexercised portion of such Purchase
Right may again be subjected to a Purchase Right.
4. Eligibility. Any employee of a Participating Company is eligible to
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participate in the Plan except employees who:
(a) customarily work less than 20 hours per week;
(b) customarily work not more than five months in any calendar year;
or
(c) as of the start of an Offering, own stock of HAHT (or its parent
or subsidiary corporations) and/or own or hold options to purchase or who, as a
result of participation in the Plan, would own or hold options to purchase,
stock of HAHT (or its parent or subsidiary corporations), possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of HAHT (or its parent or subsidiary corporations) within the meaning
of section 423(b)(3) of the Code.
Notwithstanding anything herein contained to the contrary, any individual
performing services for a Participating Company solely through a leasing agency
or employment agency shall not be deemed an "employee" of such Participating
Company.
5. Offering Dates.
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(a) Offering Periods. Except as otherwise set forth below, the Plan
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shall be implemented by offerings ("Offerings", individually, an "Offering") of
approximately six (6) months duration (each an "Offering Period"). The "Initial
Offering Date" is the date immediately preceding the effective date of a
registration statement filed with the Securities and Exchange Commission
relating to an initial public offering of HAHT's securities. The Initial
Offering Period shall commence on the Initial Offering Date and shall end on the
last day of the sixth full calendar month following the calendar month during
which the Initial Offering Date occurred. Subsequent Offering Periods of six
full calendar months duration shall commence thereafter on the day immediately
following the ending of an Offering Period. Notwithstanding the foregoing, the
Committee may establish a different term for one or more Offerings and/or
different commencing and/or ending dates for such Offerings; provided, however,
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that the Initial Offering Period must exceed six (6) calendar months. An
employee who becomes eligible to participate in the Plan after an Offering
Period has commenced shall not be eligible to participate in such Offering but
may participate in any subsequent Offering provided such employee is still
eligible to participate in the Plan as of the commencement of any such
subsequent Offering. Eligible employees may not participate in more than one
Offering at a time. The first day of an Offering Period shall be the "Offering
Date" for such Offering Period. In the event the first and/or last day of an
Offering Period is not a business day, HAHT shall specify the business day that
will be deemed the first or last day, as the case may be, of the Offering
Period.
(b) Purchase Periods. Each Offering Period, except for the Initial
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Offering Period, shall consist of one (1) purchase period of six (6) months
duration (a "Purchase Period"),
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which shall run concurrently with the Offering Period. The last day of each
Purchase Period shall be the "Purchase Date" for such Purchase Period. The
Initial Offering Period shall consist of one (1) Purchase Period that commences
on the Initial Offering Date and ends on the date determined by the Committee to
be the ending date for the Initial Offering Period. Notwithstanding the
foregoing, the Committee may establish a different term for one or more Purchase
Periods and/or different commencing dates and/or Purchase Dates for such
Purchase Periods; provided, however, that the Purchase Period of the Initial
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Offering Period must exceed six (6) calendar months. In the event the first
and/or last day of a Purchase Period is not a business day, HAHT shall specify
the business day that will be deemed the first or last day, as the case may be,
of the Purchase Period.
(c) Governmental Approval; Stockholder Approval. Notwithstanding any
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other provision of the Plan to the contrary, any Purchase Right granted pursuant
to the Plan shall be subject to (i) obtaining all necessary governmental
approvals and/or qualifications of the sale and/or issuance of the Purchase
Rights and/or the Shares, and (ii) obtaining stockholder approval of the Plan.
Notwithstanding the foregoing, stockholder approval shall not be necessary in
order to grant any Purchase Right granted in the Plan's Initial Offering Period;
provided, however, that the exercise of any such Purchase Right shall be subject
to obtaining stockholder approval of the Plan.
6. Participation in the Plan.
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(a) Initial Participation. An eligible employee shall become a
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Participant on the first Offering Date after satisfying the eligibility
requirements and delivering to the Company's payroll office not later than the
close of business for such payroll office on the last business day before such
Offering Date (the "Subscription Date") a subscription agreement indicating the
employee's election to participate in the Plan and authorizing payroll
deductions. An eligible employee who does not deliver a subscription agreement
to the Company's payroll office on or before the Subscription Date shall not
participate in the Plan for that Offering Period or for any subsequent Offering
Period unless such employee subsequently enrolls in the Plan by filing a
subscription agreement with the Company by the Subscription Date for such
subsequent Offering Period. The Company may, from time to time, change the
Subscription Date as deemed advisable by the Company in its sole discretion for
proper administration of the Plan.
(b) Continued Participation. A Participant shall automatically
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participate in the Offering Period commencing immediately after the Purchase
Date of each Offering Period in which the Participant participates until such
time as such Participant (i) ceases to be eligible as provided in paragraph 4,
(ii) withdraws from the Plan pursuant to paragraph 11(b) or (iii) terminates
employment as provided in paragraph 12. If a Participant may participate
automatically in a subsequent Offering Period pursuant to this paragraph 6(b),
then the Participant is not required to file any additional subscription
agreement for such subsequent Offering Period in order to continue participation
in the Plan. However, a Participant may file a subscription agreement with
respect to a subsequent Offering Period if the Participant desires to change any
of the Participant's elections contained in the Participant's then effective
subscription agreement.
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7. Right to Purchase Shares. Except as set forth below, during an Offering
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Period each Participant in such Offering Period shall have a Purchase Right
consisting of the right to purchase up to that number of whole Shares arrived at
by dividing Twelve Thousand Five Hundred Dollars ($12,500.00) by the fair market
value of a share of the common stock of HAHT on the Offering Date of such
Offering Period.
The fair market value of Shares shall be determined in accordance with
paragraph 8 below. Shares may only be purchased through a Participant's payroll
withholding pursuant to paragraph 9 below. In no event shall a Participant's
Purchase Right permit such Participant to acquire more Shares in any calendar
year than is permitted under Section 10(a) hereof.
8. Purchase Price. The purchase price at which Shares may be acquired in
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a given Purchase Period pursuant to the exercise of all or any portion of a
Purchase Right granted under the Plan (the "Offering Exercise Price") shall be
set by the Committee; provided, however, that the Offering Exercise Price shall
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not be less than eighty-five percent (85%) of the lesser of (i) the fair market
value of the Shares on the Offering Date of the Offering Period of which the
Purchase Period is a part, or (ii) the fair market value of the Shares on the
Purchase Date for such Purchase Period; provided, however that the fair market
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value of the Shares on the Initial Offering Date shall be deemed to be the
initial public offering price of HAHT's Common Stock. Unless otherwise provided
by the Committee prior to the commencement of an Offering Period, the Offering
Exercise Price for each Purchase Period in that Offering Period shall be eighty-
five percent (85%) of the lesser of (i) the fair market value of the Shares on
the Offering Date of such Offering Period or (ii) the fair market value of the
Shares on the given Purchase Date. The fair market value of the Shares on the
applicable dates shall be the closing sales price on the Nasdaq National Market
(or the average of the closing bid and asked prices if the Shares are so quoted
instead) or as reported on such other national or regional securities exchange
or market system if the Shares are traded on such other exchange or system
instead, or as determined by the Committee if the Shares are not so reported.
If the relevant date does not fall on a day on which the common stock of HAHT is
quoted on the Nasdaq National Market or such other national or regional
securities exchange or market, the date on which the fair market value per Share
shall be established shall be the last day on which the common stock of HAHT was
so quoted to such relevant date.
9. Payment of Purchase Price. Shares which are acquired pursuant to the
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exercise of all or any portion of a Purchase Right may be paid for only by means
of payroll deductions from the Participant's Compensation during the Offering
Period. For purposes of the Plan, a Participant's "Compensation" with respect
to an Offering (i) shall include the Participant's base salary before deduction
for any contributions to any plan maintained by a Participating Company and
described in section 401(k) or section 125 of the Code, commissions, overtime
and bonuses and (ii) shall not include annual awards, other incentive payments,
shift premiums, long-term disability, worker's compensation or any other
payments not specifically referenced in (i). Except as set forth below, the
amount of Compensation to be withheld from a Participant's
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Compensation during each pay period shall be determined by the Participant's
subscription agreement.
(a) Election to Decrease, Increase or Stop Withholding. During an
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Offering Period, a Participant may elect to decrease the amount withheld, or
stop withholding, from his or her Compensation by filing as amended subscription
agreement with the Company on or before the "Change Notice Date." The "Change
Notice Date" shall initially be the seventh (7th) day prior to the end of the
first pay period for which such election is to be effective; however, the
Company may change such Change Notice Date from time to time. A Participant may
elect to increase the amount withheld from the Participant's Compensation once
during any Purchase Period. A Participant's election during a Purchase Period
to increase the amount withheld from his or her compensation shall be effective
on a prospective basis only and shall not be retroactive to the beginning of the
Purchase Period.
(b) Limitations on Payroll Withholding. The amount of payroll
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withholding with respect to the Plan for any Participant during any pay period
shall be in one percent (1%) increments not to exceed fifteen percent (15%) of
the Participant's Compensation for such pay period; provided, however, that the
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Committee may increase or decrease the limits on allowable payroll withholding
for any Offering Period, including the Initial Offering Period, prior to the
Offering Date of such Offering Period. Amounts withheld shall be reduced by any
amounts contributed by the Participant and applied to the purchase of Company
stock pursuant to any other employee stock purchase plan qualifying under
section 423 of the Code.
(c) Payroll Withholding. Payroll deductions shall commence on the
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first payday following the Offering Date and shall continue to the end of the
Offering Period unless sooner altered or terminated as provided in the Plan.
(d) Participant Accounts. Individual accounts shall be maintained
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for each Participant. All payroll deductions from a Participant's Compensation
shall be credited to such account and shall be deposited with the general funds
of the Company. All payroll deductions received or held by the Company may be
used by the Company for any corporate purpose.
(e) No Interest Paid. Interest shall not be paid on sums withheld
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from a Participant's Compensation, unless the Committee elects to make such
payments to all Participants on a non-discriminatory basis.
(f) Exercise of Purchase Right. On the Purchase Date of an Offering
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Period, each Participant who has not withdrawn from the Offering or whose
participation in the Offering has not terminated on or before such Purchase Date
shall automatically acquire pursuant to the exercise of the Participant's
Purchase Right the number of whole Shares arrived at by dividing the total
amount of the Participant's accumulated payroll deductions for the Purchase
Period by the Offering Exercise Price; provided, however, in no event shall the
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number of Shares purchased by the Participant exceed the number of Shares
subject to the Participant's Purchase Right or the limitations imposed by
Section 10(a) hereof. No Shares shall be purchased on a Purchase Date on behalf
of a Participant whose participation in the Offering or the Plan has terminated
on or before such Purchase Date.
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(g) Return of Cash Balance. Any cash balance remaining in the
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Participant's account shall be refunded to the Participant as soon as
practicable after the Purchase Date. In the event the cash to be returned to a
Participant pursuant to the preceding sentence is an amount less than the amount
necessary to purchase a whole Share, the Company may establish procedures
whereby such cash is maintained in the Participant's account and applied toward
the purchase of Shares in the subsequent Purchase Period or Offering Period.
(h) Tax Withholding. At the time the Purchase Right is exercised, in
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whole or in part, or at the time some or all of the Shares are disposed of, the
Participant shall make adequate provision for the foreign, federal, state and
local employment and withholding tax obligations of the Company, if any, which
arise upon exercise of the Purchase Right and/or upon disposition of Shares,
respectively. The Company may, but shall not be obligated to, withhold from the
Participant's Compensation the amount necessary to meet such withholding
obligations.
(i) Committee Established Procedures. The Committee may, from time
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to time, establish or change (i) a minimum required withholding amount for
participation in an Offering, (ii) limitations on the frequency and/or number of
changes in the amount withheld during an Offering, (iii) an exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars, (iv)
payroll withholding in excess of or less than the amount designated by a
Participant in order to adjust for delays or mistakes in the Company's
processing of subscription agreements, (v) the date(s) and manner by which the
fair market value of the Shares is determined for purposes of administration of
the Plan and/or (vi) such other limitations or procedures as deemed advisable by
the Committee in the Committee's sole discretion which are consistent with the
Plan and in accordance with the requirements of section 423 of the Code.
(j) Expiration of Purchase Right. Any portion of a Participant's
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Purchase Right remaining unexercised after the end of the Offering Period to
which such Purchase Right relates shall expire immediately upon the end of such
Offering Period.
10. Limitations on Purchase of Shares; Rights as a Stockholder.
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(a) Fair Market Value Limitation. Notwithstanding any other
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provision of the Plan, no Participant shall be entitled to purchase Shares under
the Plan (and under all other employee stock purchase plans which are intended
to meet the requirements of section 423 of the Code sponsored by the Company or
a parent or subsidiary corporation of the Company) at a rate which exceeds
$25,000 in fair market value, which fair market value is determined for Shares
purchased during a given Offering Period as of the Offering Date for such
Offering Period (or such other limit as may be imposed by the Code), for each
calendar year in which such Participant's Purchase Right with respect to such
Offering Period remains outstanding under the Plan (and under all other employee
stock purchase plans described in this sentence).
(b) Pro Rata Allocation. In the event the number of Shares which
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might be purchased by all Participants in the Plan exceeds the number of Shares
available in the Plan, the Committee shall make a pro rata allocation of the
remaining Shares in as uniform a manner as shall be practicable and as the
Committee shall determine to be equitable.
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(c) Rights as a Stockholder and Employee. A Participant shall have
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no rights as a stockholder by virtue of the Participant's participation in the
Plan until the date of the issuance of a stock certificate(s) for the Shares
being purchased pursuant to the exercise of the Participant's Purchase Right. No
adjustment shall be made for cash dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued.
Nothing herein shall confer upon a Participant any right to continue in the
employ of the Company or interfere in any way with any right of the Company to
terminate the Participant's employment at any time.
11. Withdrawal.
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(a) Withdrawal From an Offering. A Participant may withdraw from an
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Offering by signing and delivering to the Company's payroll office, a written
notice of withdrawal on the form provided by the Company for such purpose. Such
withdrawal may be elected at any time prior to the end of an Offering Period.
Unless otherwise indicated, withdrawal from an Offering shall not result in a
withdrawal from the Plan or any succeeding Offering therein. A Participant is
prohibited from again participating in an Offering at any time upon withdrawal
from such Offering. The Company may impose, from time to time, a requirement
that the notice of withdrawal be on file with the Company's payroll office for a
reasonable period prior to the effectiveness of the Participant's withdrawal
from an Offering.
(b) Withdrawal from the Plan. A Participant may withdraw from the
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Plan by signing a written notice of withdrawal on a form provided by the Company
for such purpose and delivering such notice to the Company's payroll office.
Withdrawals made after a Purchase Date for an Offering Period shall not affect
Shares acquired by the Participant on such Purchase Date. In the event a
Participant voluntarily elects to withdraw from the Plan, the Participant may
not resume participation in the Plan during the same Offering Period, but may
participate in any subsequent Offering under the Plan by again satisfying the
requirements of paragraphs 4 and 6(a) above. The Company may impose, from time
to time, a requirement that the notice of withdrawal be on file with the
Company's payroll office for a reasonable period prior to the effectiveness of
the Participant's withdrawal from the Plan.
(c) Return of Payroll Deductions. Upon withdrawal from an Offering
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or the Plan pursuant to paragraphs 11(a) or 11(b), respectively, the withdrawn
Participant's accumulated payroll deductions which have not been applied toward
the purchase of Shares shall be returned as soon as practicable after the
withdrawal, without the payment of any interest (unless the Committee decides
otherwise pursuant to paragraph 9(e) above), to the Participant, and the
Participant's interest in the Offering and/or the Plan, as applicable, shall
terminate. Such accumulated payroll deductions may not be applied to any other
Offering under the Plan.
12. Termination of Employment. Termination of a Participant's employment
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with the Company for any reason, including retirement, disability or death or
the failure of a Participant to remain an employee eligible to participate in
the Plan, shall terminate the Participant's participation in the Plan
immediately. In such event, the payroll deductions credited to the
Participant's account since the last Purchase Date shall, as soon as
practicable, be returned to the
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Participant or, in the case of the Participant's death, to the Participant's
legal representative, and all of the Participant's right under the Plan shall
terminate. Interest shall not be paid on sums returned to a Participant pursuant
to this paragraph 12 unless the Committee elects otherwise pursuant to paragraph
9(e) above. A Participant whose participation has been so terminated may again
become eligible to participate in the Plan by again satisfying the requirements
of paragraphs 4 and 6(a) above.
13. Transfer of Control. A "Transfer of Control" shall be deemed to have
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occurred in the event any of the following occurs with respect to HAHT.
(a) a merger or consolidation in which HAHT is not the surviving
corporation;
(b) a merger or consolidation in which HAHT is the surviving
corporation where the stockholders of HAHT before such merger or consolidation
do not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of HAHT;
(c) the sale, exchange, or transfer of all or substantially all of
HAHT's assets other than a sale, exchange, or transfer to one (1) or more
subsidiary corporations (as defined in section 1, above) of HAHT;
(d) the direct or indirect sale or exchange by the stockholders of
HAHT of all or substantially all of the stock of HAHT where the stockholders of
HAHT before such sale or exchange do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of HAHT after
such sale or exchange; or
(e) the liquidation or dissolution of HAHT;
In the event of a Transfer of Control, the Committee, in its sole
discretion, may arrange with the surviving, continuing, successor, or purchasing
corporation, as the case may be (the "Acquiring Corporation"), for the Acquiring
Corporation to assume HAHT's rights and obligations under the Plan. All
Purchase Rights shall terminate effective as of the date of the Transfer of
Control to the extent that the Purchase Right is neither exercised as of the
date of the Transfer of Control nor assumed by the Acquiring Corporation.
14. Capital Changes. In the event of changes in the common stock of HAHT
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due to a stock split, reverse stock split, stock dividend, recapitalization,
combination, reclassification, or like change in HAHT's capitalization, or in
the event of any merger (including a merger effected for the purpose of changing
HAHT's domicile), sale or other reorganization, appropriate adjustments shall be
made by HAHT in the securities subject to purchase under a Purchase Right, the
Plan's share reserve, the number of Shares subject to a Purchase Right, and in
the purchase price per Share.
15. Transferability. A Purchase Right may not be transferred in any
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manner otherwise than by will or the laws of descent and distribution and shall
be exercisable during the lifetime of the Participant only by the Participant.
HAHT, in its absolute discretion, may impose
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such restrictions on the transferability of the Shares purchasable upon the
exercise of a Purchase Right as it deems appropriate, and any such restriction
shall be set forth in the respective subscription agreement and may be referred
to on the certificates evidencing such Shares.
16. Reports. Each Participant who exercised all or part of his or her
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Purchase Right for a Purchase Period shall receive, as soon as practicable after
the Purchase Date of such Purchase Period, a report of such Participant's
account setting forth the total payroll deductions accumulated, the number of
Shares purchased, the fair market value of such Shares, the date of purchase and
the remaining cash balance to be refunded or retained in the Participant's
account pursuant to paragraph 9(g) above, if any. In addition, each Participant
shall be provided information concerning HAHT equivalent to that information
generally made available to HAHT's common stockholders.
17. Plan Term. This Plan shall continue until terminated by the Board or
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until all of the Shares reserved for issuance under the Plan have been issued.
18. Restriction on Issuance of Shares. The issuance of Shares under the
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Plan shall be subject to compliance with all applicable requirements of foreign,
federal or state 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 foreign, federal or state securities laws or other
law or regulations. In addition, no Purchase Right may be exercised unless (i)
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 (ii) in the opinion of
legal counsel to HAHT, 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. As a condition to the exercise of a
Purchase Right, HAHT 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.
19. Legends. The Company may at any time place legends or other
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identifying symbols referencing any applicable foreign, federal and/or state
securities restrictions or any provision convenient in the administration of the
Plan on some or all of the certificates representing Shares issued under the
Plan. The Participant shall, at the request of HAHT, promptly present to HAHT
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 subparagraph. Unless otherwise specified by HAHT, 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 THE 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 MADE ON OR BEFORE ______________. THE REGISTERED HOLDER SHALL
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HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER'S NAME (AND
NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE."
20. Notification of Sale of Shares. HAHT may require the Participant to
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give HAHT prompt notice of any disposition of Shares acquired by exercise of a
Purchase Right within two years from the date of granting such Purchase Right
(i.e., the Offering Date of the Offering Period containing the Purchase Date on
which such Shares were acquired). HAHT 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 (and not in the
name of any nominee) until the lapse of the time periods with respect to such
Purchase Right referred to in the preceding sentence. HAHT may direct that the
certificates evidencing Shares acquired by exercise of a Purchase Right refer to
such requirement to give prompt notice of disposition.
21. Amendment or Termination of the Plan. The Board may at any time amend
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or terminate the Plan, except that such termination shall not affect Purchase
Rights previously granted under the Plan, nor may any amendment make any change
in a Purchase Right previously granted under the Plan which would adversely
affect the right of any Participant (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 under applicable foreign, federal or state 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 change the number of Shares authorized for issuance under the
Plan or would change the definition of the employees (or class of employees)
eligible to participate in the Plan, including the corporations that may be
designated by the Board as Participating Companies. Furthermore, the approval
of the Company's stockholders shall be sought for any amendment to the Plan for
which the Board deems stockholder approval necessary in order to comply with
Rule 16b-3 promulgated under section 16 of the Securities Exchange Act of 1934.
The foregoing HAHT Commerce, Inc. 2000 Employee Stock Purchase Plan was
duly adopted by the Board of Directors of HAHT on the ___ day of __________ 2000
and was approved by the stockholders on the ___ day of ___________ 2000.
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