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EXHIBIT 4(b)
CARDINAL HEALTH, INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
SECTION 1 - PURPOSE
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The Cardinal Health, Inc. Employee Stock Purchase Plan is
adopted and established by Cardinal Health, Inc., an Ohio corporation, on the
date set forth below, effective as of July 1, 2000, for the general benefit of
the Employees of the Company and of certain of its Subsidiaries. The purpose of
the Plan is to facilitate the purchase of Shares by Eligible Employees.
SECTION 2 - DEFINITIONS
-----------------------
a. "ACT" shall mean the Securities Act of 1933, as amended.
b. "ADMINISTRATOR" shall mean the Board of Directors of the Company, a
designated committee thereof, or the person(s) or entity delegated the
responsibility of administering the Plan, which initially shall be the
Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan
Committee.
c. "AGENT" shall mean the bank, brokerage firm, financial institution, or
other entity or person(s) engaged, retained or appointed to act as the
agent of the Employer and of the Participants under the Plan, which
initially shall be Merrill Lynch, Pierce, Fenner, & Smith, Inc.
d. "BOARD" shall mean the Board of Directors of the Company.
e. "CLOSING VALUE" shall mean, as of a particular date, the value of a
Share determined by the closing sales price for such Share (or the
closing bid, if no sales were reported) as quoted on The New York Stock
Exchange for the last market trading day prior to the date of
determination, as reported in THE WALL STREET JOURNAL or such other
source as the Administrator deems reliable.
f. "CODE" shall mean the Internal Revenue Code of 1986, as amended and
currently in effect, or any successor body of federal tax law.
g. "COMPANY" shall mean Cardinal Health, Inc., including any successor
thereto.
h. "COMPENSATION", unless otherwise required by local law, shall mean
wages, salaries, fees for professional services and other amounts
received for personal services actually rendered in the course of
employment with the Employer (including, but not limited to,
commissions paid to salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips and
bonuses) including amounts excludible from the Employee's gross income
under Code Section 402(a)(8) (relating to a Code Section 401(k)
arrangement), Code Section 402(h) (relating to a Simplified Employee
Pension), Code Section 125 (relating to a cafeteria plan) or Code
Section 403(b) (relating to a tax-sheltered annuity) and compensation
paid by the Employer to an Employee through another person under the
common paymaster provisions of Code Sections 3121(s) and 3306(p) or
under applicable savings or pension plans of Employer of the Employee.
Compensation does not include, unless otherwise required by local law:
(1) amounts realized from the exercise or sale of a non-qualified stock
option, or (2) amounts realized when restricted stock (or property)
held by an Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture or becomes fully owned by
the Employee, or (3) amounts realized from the exercise, sale,
exchange, or other disposition of stock acquired under a qualified or
incentive stock option, (4) moving allowances, automobile allowances,
tuition reimbursement, financial/tax planning reimbursement, lunch
vouchers, house allowances, and other allowances that receive special
tax benefits, other extraordinary compensation, including tax
"gross-up" payments, and imputed income from other employer-provided
benefits, and (5) other amounts that receive special tax benefits, such
as premiums for group term life insurance or contributions made by the
Employer (whether or not under salary reduction
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agreement) or mandatory payments made by the Employer to the Employee
under the applicable law of the jurisdiction in which the Employer of
this Employee is located or the Employee is employed or resides.
i. "DESIGNATED SUBSIDIARIES" shall mean all Subsidiaries whose Employees
have been designated by the Administrator, in its sole discretion, as
eligible to participate in the Plan.
j. "ELIGIBLE EMPLOYEE" shall mean an Employee of the Designated Subsidiary
who is designated to participate in the Plan at the sole discretion of
the Designated Subsidiary; provided, however, that such discretion
shall not be exercised in violation of the applicable labor or other
laws relating to discrimination based on gender, race, disability, age,
national or social origin, political opinion, union membership or
religious belief, or collective bargaining or other negotiated
agreements.
k. "EMPLOYEE" shall mean individual who is a regular full time or part
time Employee of the Employer for at least 30 days. An Employee may
work either full time or part time work schedule and is normally
included in the authorized staffing target and budget. Employee also
includes the Employee who has been hired on a temporary contract but
who is expected to fill a permanent staffing need and who is classified
as a "PRN" or "on-call Employee". The Employee shall not include
unionized Employee as defined by the regular practices of the Employer
participating in the Plan to the extent permissible under local law.
l. "EMPLOYER" means, individually and collectively, the Company and the
Designated Subsidiaries.
m. "ENROLLMENT PERIOD" shall mean the period immediately preceding the
Offering Period that is designated by the Administrator in its
discretion as the period during which an Eligible Employee may elect to
participate in the Plan.
n. "OFFERING PERIOD" shall mean the period during which Participants in
the Plan authorize payroll deductions or provide alternative
contributions to fund the purchase of Shares on their behalf under the
Plan pursuant to the options granted to them hereunder or the period
during which participants in the Plan provide alternative
contributions. Alternative contributions for the purpose of this Plan
shall mean payment of contributions through personal checks of the
Participants or such other means of contributing to the Plan as
authorized by the Administrator.
o. "PARTICIPANT" shall mean any Eligible Employee who has elected to
participate in the Plan for an Offering Period by authorizing payroll
deductions or by making alternative contributions and following all
applicable procedures established by the Administrator during the
Enrollment Period for such Offering Period.
p. "PLAN" shall mean this Cardinal Health, Inc. Global Employee Stock
Purchase Plan as amended from time to time.
q. "PLAN ACCOUNT" shall mean the individual account established for each
Participant for purposes of accounting for and/or holding each
Participant's payroll deductions, alternative contributions, Shares,
etc.
r. "PLAN YEAR" shall mean the fiscal year of the Company.
s. "PURCHASE PRICE" shall mean, for each Share purchased in accordance
with Section 4 hereof, an amount equal to the lesser of (1) eighty-five
percent (85%) of the Closing Value of a Share on the first Trading Day
of each Offering Period, or the earliest date thereafter as is
administratively feasible (which for Plan purposes shall be deemed to
be the date the option to purchase such Shares was granted to each
Eligible Employee who is, or elects to become, a Participant); or (2)
eighty-five percent (85%) of the Closing Value of such Share on the
last Trading Day of the Offering Period, or the earliest date
thereafter as is administratively feasible (which for Plan purposes
shall be deemed to be the date each such option to purchase such Shares
was exercised).
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t. "SHARES" means the Class A common shares, without par value, of the
Company.
u. "SUBSIDIARY" shall mean a corporation or other entity, domestic or
foreign, of which not less than fifty percent (50%) of the voting
shares are held by the Company or a Subsidiary (except for the U.K. in
which this term shall mean a corporation or other entity, domestic or
foreign, of which more than fifty percent (50%) ownership of the voting
shares are held by the Company or a Subsidiary) whether or not such
corporation or other entity now exists or is hereafter organized or
acquired by the Company or a Subsidiary (or as otherwise may be defined
in Code Section 424).
v. "TRADING DAY" shall mean a day on which The New York Stock Exchange is
open for trading.
SECTION 3 - ELIGIBLE EMPLOYEES
------------------------------
a. IN GENERAL. Participation in the Plan is voluntary. All
Eligible Employees of an Employer are eligible to participate in the Plan. All
Eligible Employees granted options to purchase Shares hereunder shall have the
same rights and privileges as every other such Eligible Employee, and only
Eligible Employees of an Employer satisfying the applicable requirements of the
Plan will be entitled to be granted options hereunder.
b. LIMITATIONS ON RIGHTS. An Employee who otherwise is an
Eligible Employee shall not be entitled to purchase Shares under the Plan if
such purchase would cause such Eligible Employee to own Shares (including any
Shares which would be owned if such Eligible Employee purchased all of the
Shares made available for purchase by such Eligible Employee under all options
or rights then held by such Eligible Employee, whether or not then exercisable)
representing five percent (5%) or more of the total combined voting power or
value of each class of stock of the Company or any Subsidiary.
SECTION 4 - ENROLLMENT AND OFFERING PERIODS
-------------------------------------------
a. ENROLLING IN THE PLAN. To participate in the Plan, an
Eligible Employee must enroll in the Plan. Enrollment for a given Offering
Period will take place during the Enrollment Period for such Offering Period.
The Administrator shall designate the initial Enrollment Period and each
subsequent Enrollment Period and the Offering Period to which each Enrollment
Period relates. Participation in the Plan with respect to any one or more of the
Offering Periods shall neither limit nor require participation in the Plan for
any other Offering Period.
b. THE OFFERING PERIOD. Any Employee who is an Eligible
Employee and who desires to be granted options to purchase Shares hereunder must
enroll in accordance with the procedures established by the Administrator during
an Enrollment Period. Such authorization shall be effective for the Offering
Period immediately following such Enrollment Period. The duration of an Offering
Period shall be determined by the Administrator prior to the Enrollment Period
and shall commence on the first day (or the first Trading Day) of the Offering
Period and end on the last day (or the last Trading Day) of the Offering Period;
provided, however, that if the Administrator terminates the Plan during an
Offering Period, pursuant to its authority in Section 17 of the Plan, such
Offering Period shall be deemed to end on the date the Plan is terminated. The
termination of the Plan and the Offering Period shall end the Participant's
rights to contribute amounts to the Plan or continue participation in the
Offering Period. The date of termination of the Plan shall be deemed to be the
final day of the Offering Period for purposes of determining the Purchase Price
under the Offering Period and all amounts contributed during the Offering Period
will be used as of such termination date to purchase Shares in accordance with
the provisions of Section 9 of this Plan.
The Administrator may designate one or more Offering Periods
during each Plan Year during the term of this Plan. On the first day (or the
First Trading Day) of each Offering Period, each Participant shall be granted an
option to purchase Shares under the Plan. Each option granted hereunder shall
expire at the end of the Offering Period for which it was granted. In no event
may an option granted hereunder be exercised after the expiration of 27 months
from the date of grant.
c. CHANGING ENROLLMENT. The offering of Shares pursuant to
options granted under the Plan shall occur only during an Offering Period and
shall be made only to Participants. Once an Eligible Employee is
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enrolled in the Plan, the Administrator or Employer will inform the Agent of
such fact. Once enrolled, a Participant shall continue to participate in the
Plan for each successive Offering Period (s) until he or she terminates his or
her participation by revoking his or her payroll deduction authorization or by
revoking his or her alternative contribution authorization or not contributing
his or her alternative contributions or ceases to be an Eligible Employee. Once
a Participant has elected to participate under the Plan, that Participant's
payroll deduction authorization or alternative contribution authorization shall
apply to all subsequent Offering Periods unless and until the Participant ceases
to be an Eligible Employee, or modifies or terminates said authorization. If a
Participant desires to change his or her rate of contribution, he or she may do
so effective for the next Offering Period by following the procedures
established by the Administrator during the Enrollment Period immediately
preceding such Offering Period.
SECTION 5 - TERM OF PLAN
------------------------
This Plan shall be in effect from July 1, 2000, until it is
terminated by action of the Board.
SECTION 6 - NUMBER OF SHARES TO BE MADE AVAILABLE
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Subject to adjustment as provided in Section 16 hereof, the
total number of Shares made available for purchase by Participants granted
options which are exercised under Section 9 hereof is 3 million, which may
consist of authorized but unissued shares, treasury shares, or shares purchased
by the Plan in the open market. The provisions of Section 9 b. shall control in
the event the number of Shares covered by options which are exercised for any
Offering Period exceeds the number of Shares available for sale under the Plan.
If all of the Shares authorized for sale under the Plan have been sold, the Plan
shall either be continued through additional authorizations of Shares made by
the Board (such authorizations must, however, comply with Section 17 hereof), or
shall be terminated in accordance with Section 17 hereof.
SECTION 7 - USE OF FUNDS
------------------------
All payroll deductions or alternative contributions received
or held by an Employer under the Plan will be used to purchase Shares in
accordance with the provisions of this Plan. Any amounts held by an Employer or
other party holding amounts in connection with or as a result of payroll
withholding or alternative contribution made pursuant to the Plan and pending
the purchase of Shares hereunder shall be considered a non-interest-bearing,
unsecured indebtedness extended to the Employer or other party by the
Participants, unless otherwise required under applicable local law or securities
regulatory body requirements of the country in which the Employer of the
Employee is located or the Employee is employed or resides, as the case may be.
Administrative expenses of the Plan shall be allocated to each Participant's
Plan Account unless such expenses are paid by the Employer.
SECTION 8 - AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT
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a. PAYROLL WITHHOLDING OR PAYROLL DEDUCTION OR ALTERNATIVE
CONTRIBUTIONS. Except as otherwise specifically provided herein, the Purchase
Price will be payable by each Participant by means of payroll withholding. The
withholding or alternative contributions shall be in increments of one percent
(1%). Unless otherwise authorized by the Administrator, the minimum withholding
or alternative contributions permitted shall be an amount equal to one percent
(1%) of a Participant's Compensation and the maximum withholding or alternative
contributions shall be an amount equal to fifteen percent (15%) of a
Participant's Compensation. In any event, the total withholding or alternative
contributions permitted to be made by any Participant for a calendar year shall
be limited to the sum of legal currency equivalent of U.S. $21,250. The actual
percentage of Compensation to be deducted or contributed shall be specified by a
Participant in his or her authorization to participate in the Plan. Unless
otherwise authorized by the Administrator, Participants may not deposit any
separate cash payments into their Plan Accounts.
b. APPLICATION OF WITHHOLDING RULES. Payroll withholding will
commence with the first payroll issued during the Offering Period and will,
except as otherwise provided herein, continue with each payroll throughout the
entire Offering Period, except for pay periods for which such Participant
receives no compensation (e.g., uncompensated personal leave, leave of absence).
A pay period which ends at such time that it is
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administratively impracticable to credit any payroll for such pay period to the
then-current Offering Period will be credited in its entirety to the immediately
subsequent Offering Period. A pay period which overlaps Offering Periods will be
credited in its entirety to the Offering Period in which it is paid. Alternative
contributions will be made in accordance with the procedure established by the
Administrator. Payroll withholding or alternative contributions shall be
retained by the Employer or other party, designated by the Administrator or the
Employer as the case may be, until applied to the purchase of Shares as
described in Section 9 hereof and the satisfaction of any related federal,
state, local or other tax withholding obligations (including any employment tax
obligations).
At the time the Shares are purchased, or at the time some or
all of the Shares issued under the Plan are disposed of, Participants must make
adequate provision for the Employer's federal, state, local or other tax
withholding obligations (including employment taxes), if any, which arise upon
the purchase or disposition of the Shares. At any time, the Employer may
withhold from each Participant's Compensation the amount necessary for the
Employer to meet applicable withholding obligations, including any withholding
required to make available to the Employer any tax deductions or benefits
attributable to the sale or early disposition of Shares by the Participant. Each
Participant, as a condition of participating under the Plan, agrees to bear
responsibility for all federal, state, local and other income taxes required to
be withheld from his or her Compensation as well as the Participant's portion of
FICA (both the OASDI and Medicare components), and other applicable social
security or similar such taxes, with respect to any Compensation arising on
account of the purchase or disposition of Shares. The Employer may increase
income and/or employment tax withholding on a Participant's Compensation after
the purchase or disposition of Shares in order to comply with federal, state,
local and other tax laws, and each Participant agrees to sign any and all
appropriate documents to facilitate such withholding.
SECTION 9 - PURCHASING, TRANSFERRING SHARES
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a. MAINTENANCE OF PLAN ACCOUNT. Upon the exercise of a
Participant's initial option to purchase Shares under the Plan, the Agent shall
establish a Plan Account in the name of such Participant. At the close of each
Offering Period, the aggregate amount deducted during such Offering Period by
the Employer from a Participant's Compensation, or alternative contributions
made to the Plan by the Participant (and credited to an account maintained by
the Employer or other party for bookkeeping purposes) will be communicated by
the Employer to the Agent and shall thereupon be credited by the Agent to such
Participant's Plan Account (unless the Participant has given notice to the
Administrator of his or her revocation of authorization prior to the date such
communication is made). As of the last day of each Offering Period, or as soon
thereafter as is administratively practicable, each Participant's option to
purchase Shares will be exercised automatically for him or her by the Agent with
respect to those amounts reported to the Agent by the Administrator or Employer
as creditable to that Participant's Plan Account. On the date of exercise, the
amount then credited to the Participant's Plan Account for the purpose of
purchasing Shares hereunder will be divided by the Purchase Price and there
shall be transferred to the Participant's Plan Account by the Agent the number
of whole and/or fractional shares which results, as permitted by local law.
The Agent shall hold in its name, or in the name of its
nominee, all Shares so purchased and allocated. No certificate will be issued to
a Participant for Shares held in his or her Plan Account unless he or she so
requests in writing or unless such Participant's active participation in the
Plan is terminated due to death, disability, separation from service or
retirement. Participation in the Plan, purchase, ownership and sale of Shares
under the Plan, is subject to risk of fluctuation in Shares' price and currency
exchange.
b. INSUFFICIENT NUMBER OF AVAILABLE SHARES. In the event the
number of Shares covered by options which are exercised for any Offering Period
exceeds the number of Shares available for sale under the Plan, the number of
Shares actually available for sale hereunder shall be limited to the remaining
number of Shares authorized for sale under the Plan and shall be allocated by
the Agent among the Participants in proportion to each Participant's
Compensation during the Offering Period over the total Compensation of all
Participants during the Offering Period. Any excess amounts withheld and
credited to Participants' Plan Accounts then shall be returned to the
Participants as soon as is administratively practicable.
c. HANDLING EXCESS SHARES. In the event that the number of
Shares which would be credited to any Participant's Plan Account in any Offering
Period exceeds the limit specified in Section 3 b. hereof, such
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Participant's Plan Account shall be credited with the maximum number of Shares
permissible, and the remaining amounts will be refunded in cash as soon as
administratively practicable.
d. STATUS REPORTS. Statements of each Participant's Plan
Account shall be given to Participants at least annually.
SECTION 10 - DIVIDENDS AND OTHER DISTRIBUTIONS
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a. REINVESTMENT OF DIVIDENDS. Subject to applicable law, cash
dividends and other cash distributions received by the Agent on Shares held in
its custody hereunder will be credited to the Plan Accounts of individual
Participants in accordance with such Participants' interests in the Shares with
respect to which such dividends or distributions are paid or made, and will be
applied, as soon as practical after the receipt thereof by the Agent, to the
purchase in the open market at prevailing market prices of the number of whole
Shares capable of being purchased with such funds (after deduction of any bank
service fees, brokerage charges, transfer taxes, and any other transaction fee,
expense or cost payable in connection with the purchase of such Shares and not
otherwise paid by the Employer and subject to the Company's obligation to
withhold federal, state, or other local taxes ).
b. SHARES TO BE HELD IN AGENT'S NAME. All purchases of Shares
made pursuant to this Section will be made in the name of the Agent or its
nominee, shall be held as provided in Section 9 hereof, and shall be transferred
and credited to the Plan Account(s) of the individual Participant(s) to which
such dividends or other distributions were credited. Dividends paid in the form
of Shares will be allocated by the Agent, as and when received, with respect to
Shares held in its custody hereunder to the Plan Accounts of individual
Participants in accordance with such Participants' interests in such Shares with
respect to which such dividends were paid. Property, other than Shares or cash,
received by the Agent as a distribution on Shares held in its custody hereunder,
shall be sold by the Agent for the accounts of the Participants, and the Agent
shall treat the proceeds of such sale in the same manner as cash dividends
received by the Agent on Shares held in its custody hereunder.
c. TAX RESPONSIBILITIES. The automatic reinvestment of
dividends under the Plan will not relieve a Participant (or Eligible Employee
with a Plan Account) of any income or other tax that may be due on or with
respect to such dividends. The Agent shall report to each Participant (or
Eligible Employee with a Plan Account) the amount of dividends credited to his
or her Plan Account.
SECTION 11 - VOTING OF SHARES
-----------------------------
A Participant shall have no interest or voting right in the
Shares covered by his or her option until such option has been exercised. Shares
held for a Participant (or Eligible Employee with a Plan Account) in his or her
Plan Account will be voted in accordance with the Participant's (or Eligible
Employee's) express directions. In the absence of any such directions, such
Shares will not be voted.
SECTION 12 - IN-SERVICE DISTRIBUTION OR SALE OF SHARES
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a. SALE OF SHARES. Subject to the provisions of Section 19
hereof, a Participant may at any time, and without withdrawing from the Plan, by
giving notice to the Agent, direct the Agent to sell all or part of the Shares
held on behalf of the Participant. Upon receipt of such a notice, the Agent
shall, as soon as practicable after receipt of such notice, sell such Shares in
the marketplace at the prevailing market price and transmit the net proceeds of
such sale (less any bank service fees, brokerage charges, transfer taxes, and
any other transaction fee, expense or cost) to the Participant.
b. IN-SERVICE SHARE DISTRIBUTIONS. A Participant may, without
withdrawing from the Plan, request that a certificate for all or part of the
whole number of Shares held in his or her Plan Account be sent to him or her
after the relevant Shares have been purchased and allocated subject to the
requirement that such Shares be held in the Participant's Plan Account for a
period of at least 24 months after the date of exercise, as described in Section
9 a., above. All such requests must be submitted in writing to the Agent. No
certificate for a fractional Share will be issued; the fair value of fractional
Shares on the date of withdrawal of all Shares credited to a Participant's Plan
Account shall be paid in cash to such Participant. The Plan may impose a
reasonable charge, to be paid by the Participant, for each stock certificate so
issued prior to the date active participation in the Plan ceases;
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such charge shall be paid by the Participant to the Administrator or Employer
prior to the date any distribution of a certificate evidencing ownership of such
Shares occurs.
SECTION 13 - CESSATION OF ACTIVE PARTICIPATION
----------------------------------------------
A Participant may at any time, by giving notice to the
Administrator or Employer, revoke his or her authorization for payroll deduction
or alternative contributions for the Offering Period in which such revocation is
made. A Participant who revokes authorization or does not make alternative
contributions for payroll deduction may not again participate under the Plan
until the next Offering Period immediately subsequent to the Offering Period
during which the Participant revoked payroll deduction authorization or did not
make alternative contributions with respect thereto.
SECTION 14 - SEPARATION FROM EMPLOYMENT
---------------------------------------
Separation from employment for any reason, including death,
disability, termination or retirement shall be deemed to be a cessation of
active participation in the Plan as described under Section 13 hereof.
SECTION 15 - ASSIGNMENT
-----------------------
Neither payroll deductions nor alternative contributions
credited to a Participant's Plan Account nor any rights to purchase Shares under
the Plan may be assigned, alienated, transferred, pledged, or otherwise disposed
of in any way by a Participant other than by will or the laws of descent and
distribution. Any such assignment, alienation, transfer, pledge, or other
disposition shall be without effect, except that the Administrator may treat
such act as an election to withdraw from the Plan. A Participant's right to
purchase Shares under this Plan may be exercisable during the Participant's
lifetime only by the Participant. A Participant's Plan Account shall be payable
to the Participant's estate upon his or her death.
SECTION 16 - ADJUSTMENT OF AND CHANGES IN SHARES
------------------------------------------------
If at any time after the effective date of the Plan the
Company shall subdivide or reclassify the Shares which have been or may be
optioned under the Plan, or shall declare thereon any stock split or dividend
payable in Shares, or shall alter the capital structure of the Shares or the
Company in any similar manner, then the number and class of shares held in the
Plan and which may thereafter be optioned (in the aggregate and to any
Participant) shall be adjusted accordingly, and in the case of each option
outstanding at the time of any such action, the number and class of shares which
may thereafter be purchased pursuant to such option and the Purchase Price shall
be adjusted accordingly, as necessary to preserve the rights of the holder(s) of
such Shares and option(s).
SECTION 17 - AMENDMENT OR TERMINATION OF THE PLAN
-------------------------------------------------
The Board shall have the right, at any time, to amend, modify
or terminate the Plan without notice; provided, however, that no Participant's
existing options shall be adversely affected by any such amendment, modification
or termination, except to comply with applicable law, stock exchange rules or
accounting rules. Notwithstanding the foregoing, the Board shall have the right
to terminate the Plan with respect to all future payroll deductions and related
purchases at any time. Such termination of the Plan shall also terminate any
current Offering Period in accordance with Section 4 of the Plan.
Designations of participating corporations may be made from
time to time from among a group of corporations consisting of the Employer, its
parent and its Subsidiaries (including corporations that become Subsidiaries or
a parent after the adoption and approval of the Plan).
The Company may amend or modify the Plan or make regulations
for the operation of the Plan that are not inconsistent with these rules to
apply to Employees and Participants who are employed or resident outside of the
United States of America in accordance with the relevant law. "Relevant law"
shall mean the applicable law of the jurisdiction in which the Employer of the
Employee is located or where the Employee is employed or resides and the
securities regulatory body requirements and the taxation requirements of that
same jurisdiction.
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SECTION 18 - ADMINISTRATION
---------------------------
a. ADMINISTRATION. The Plan shall be administered by the
Administrator. The Administrator shall be responsible for the administration of
all matters under the Plan which have not been delegated to the Agent. The
Administrator shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Any rule or regulation
adopted by the Administrator shall remain in full force and effect unless and
until altered, amended or repealed by the Administrator.
b. SPECIFIC RESPONSIBILITIES. The Administrator's
responsibilities shall include, but shall not be limited to:
(1) interpreting the Plan (including issues
relating to the definition and application of
"Compensation");
(2) identifying and compiling a list of persons
who are Eligible Employees for an Offering Period;
(3) identifying those Eligible Employees not
entitled to be granted options or other rights for
an Offering Period on account of the limitations
described in Section 3 b. hereof; and
(4) providing to Participants upon request
Company financial statements which are publicly
available.
The Administrator may from time to time adopt rules and regulations for carrying
out the terms of the Plan. Interpretation or construction of any provision of
the Plan by the Administrator shall be final and conclusive on all persons,
absent specific and contrary action taken by the Board. Any interpretation or
construction of any provision of the Plan by the Board shall be final and
conclusive.
SECTION 19 - SECURITIES LAW AND OTHER RESTRICTIONS
--------------------------------------------------
Notwithstanding any provision of the Plan to the contrary, no
payroll deductions or alternative contributions shall take place and no Shares
may be purchased under the Plan until a registration statement has been filed
and become effective with respect to the issuance of the Shares covered by the
Plan under the Act and any other required action has been taken under any other
applicable law of the jurisdiction in which the Employer of the Employee is
located or the Employee is employed or resides. Prior to the effectiveness of
such registration statement, Shares subject to purchase under the Plan may be
offered to Eligible Employees only pursuant to an exemption from the
registration requirements of the Act and pursuant to any other action that is
required under any other applicable law of the jurisdiction in which the
Employer of the Employee is located or the Employee is employed or resides.
SECTION 20 - NO INDEPENDENT EMPLOYEE'S RIGHTS
---------------------------------------------
Nothing in the Plan shall be construed to be a contract of
employment between an Employer or its parent or any Subsidiary and any Employee,
or any group or category of Employees (whether for a definite or specific
duration or otherwise), or to prevent the Employer, its parent or any Subsidiary
from terminating any Employee's employment at any time, without notice or
recompense to the extent permissible under local law. Nothing in this Plan shall
be construed as conferring any rights of a shareholder in any Employee or any
other person until the option to purchase shares granted to the Employee
hereunder has been exercised.
SECTION 21 - APPLICABLE LAW
---------------------------
The Plan shall be construed, administered and governed in all
respects under the laws of the State of Ohio to the extent such laws are not
preempted or controlled by federal law.
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SECTION 22 - MERGER OR CONSOLIDATION
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If the Company shall at any time merge into or consolidate
with another corporation or business entity, each Participant will thereafter be
entitled to receive at the end of the Offering Period (during which such merger
or consolidation occurs) the securities or property which a holder of Shares was
entitled to upon and at the time of such merger or consolidation. A sale of all
or substantially all of the assets of the Company shall be deemed a merger or
consolidation for the foregoing purposes.
