EXHIBIT 4.1
SUPERTEX, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The Plan was adopted by the Board on July 10, 2000
and approved by the sharedholders on August 18, 2000. The purpose of the Plan
is to provide Eligible Employees with an opportunity to increase their
proprietary interest in the success of the Company by purchasing Stock from
the Company on favorable terms and to pay for such purchases through payroll
deductions. The Plan is intended to qualify under section 423 of the Code.
2. Definitions.
"Accumulation Period" means a six-month period during which
contributions may be made toward the purchase of Stock under the Plan,
as determined pursuant to Section 4.2.
"Board" means the Board of Directors of the Company, as constituted
from time to time.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a committee of the Board, as described in
Section 3.
"Company" means Supertex, Inc., a California corporation.
"Compensation" means (i) the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions, overtime pay and shift premiums,
plus (ii) any pre-tax contributions made by the Participant under section
401(k) or Section 125 of the Code. "Compensation" shall exclude all non-cash
items, moving or relocation allowances, cost-of-living equalization payments,
car allowances, tuition reimbursements, imputed income attributable to cars
or life insurance, severance pay, fringe benefits, contributions or benefits
received under employee benefit plans, income attributable to the exercise
of stock options, and similar items. The Committee shall determine whether
a particular item is included in Compensation.
"Corporate Reorganization" means:
(i) A merger or consolidation of the Company with or into
another entity, or any other corporate reorganization other than a
reincorporation or recapitalization; or
(ii) The sale, transfer or other disposition of all or
substantially all of the Company's assets or the complete liquidation or
dissolution of the Company.
"Eligible Employee" means any employee of a Participating Company
whose customary employment is for more than five (5) months per calendar
year and for more than twenty (20) hours per week provided such person has
been a Company employee for at least (90) days. The foregoing
notwithstanding, an individual shall not be considered an Eligible Employee
if his or her participation in the Plan is prohibited by the law of any
country which has jurisdiction over him or her or if he or she is subject to
a collective bargaining agreement that does not provide for participation in
the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the market price of Stock, determined by
the Committee as follows:
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(i) If Stock was traded on The Nasdaq National Market on the
date in question, then the Fair Market Value shall be equal to the
last-transaction price quoted for such date by The Nasdaq National Market;
(ii) If Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; or
(iii) If none of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the
Committee shall be based on the prices reported in the Wall Street Journal
or as reported directly to the Company by Nasdaq or a stock exchange. Such
determination shall be conclusive and binding on all persons.
"Offering Period" means that time period with respect to which the
right to purchase Stock may be granted under the Plan, as determined pursuant
to Section 4.1. Initially, each Offering Period shall be six (6) months
unless and until the Committee chooses a different time period length and
provides Participants notice at least thirty (30) days prior to the start
of the next Offering Period of the new duration of such next Offering Period.
"Participant" means an Eligible Employee who elects to participate
in the Plan, as provided in Section 4.3.
"Participating Company" means (i) the Company and (ii) each present
or future Subsidiary designated by the Committee as a Participating Company.
"Plan" means this Supertex, Inc. 2000 Employee Stock Purchase Plan,
as it may be amended from time to time.
"Plan Account" means the account established for each Participant
pursuant to Section 8.1.
"Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 8.2."
"Stock" means the Common Stock of the Company.
"Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
3. Administration of the Plan
3.1 Committee Composition. The Plan shall be administered by the
Committee. The Committee shall consist exclusively of one or more
directors of the Company, who shall be appointed by the Board.
3.2 Committee Responsibilities. The Committee shall interpret the
Plan and make all other policy decisions relating to the operation of the
Plan. The Committee may adopt such rules, guidelines and forms as it deems
appropriate to implement the Plan. The Committee's determinations under
the Plan shall be final and binding on all persons.
4. Enrollment and Participation
4.1 Offering Periods. While the Plan is in effect, two Offering
Periods shall commence in each calendar year. The Offering Periods shall
consist of the six month periods commencing on each May 1 and November 1.
The first Offering Period shall commence on November 1, 2000 and end on
April 30, 2001.
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4.2 Accumulation Periods. While the Plan is in effect, two
Accumulation Periods shall commence in each calendar year. The Accumulation
Periods shall consist of the six-month periods commencing on May 1 and
November 1. The first Accumulation Period shall commence on November 1,
2000 and end on April 30, 2001.
4.3 Enrollment. Any individual who, on the day preceding the first
day of an Offering Period, qualifies as an Eligible Employee may elect to
become a Participant in the Plan for such Offering Period by executing the
enrollment form prescribed for this purpose by the Committee. The
enrollment form shall be filed with the Company at the prescribed location
not later than 15 days prior to the commencement of such Offering Period.
4.4 Duration of Participation. Once enrolled in the Plan, a
Participant shall continue to participate in the Plan until he or she ceases
to be an Eligible Employee, withdraws from the Plan under Section 6.1 or
reaches the end of the Offering Period in which his or her employee
contributions were discontinued under Section 5.4 or 9.2. A Participant
who discontinued employee contributions under Section 5.4 or 9.2 or withdrew
from the Plan under Section 6.1 may again become a Participant, if he or she
then is an Eligible Employee, by following the procedure described in
Subsection 4.3 above. A Participant whose employee contributions were
discontinued automatically under Section 9.2 shall automatically resume
participation at the beginning of the earliest Offering Period ending in the
next calendar year, if he or she then is an Eligible Employee.
4.5 Applicable Offering Period. For purposes of calculating the
purchase price under Section 8.2, the applicable Offering Period shall be
determined as follows:
(i) Once a Participant is enrolled in the Plan for an Offering
Period, such Offering Period shall continue to apply to him or her until the
earliest of: (A) the end of such Offering Period; (B) the end of his or her
participation under Subsection 4.4 above; or (C) re-enrollment in a
subsequent Offering Period under Paragraph ii) below.
(ii) In the event that the Fair Market Value of Stock on the last
trading day before the commencement of the Offering Period in which the
Participant is enrolled is higher than on the last trading day before the
commencement of any subsequent Offering Period, the Participant shall
automatically be re-enrolled for such subsequent Offering Period.
(iii) When a Participant reaches the end of an Offering Period but
his or her participation is to continue, then such Participant shall
automatically be re-enrolled for the Offering Period that commences
immediately after the end of the prior Offering Period.
5. Employee Contributions.
5.1 Frequency of Payroll Deductions. A Participant may purchase
shares of Stock under the Plan solely by means of payroll deductions.
Payroll deductions, as designated by the Participant pursuant to Section
5.2 below, shall occur on each payday during participation in the Plan.
5.2 Amount of Payroll Deductions. An Eligible Employee shall
designate on the enrollment form the portion of his or her Compensation
that he or she elects to have withheld for the purchase of Stock. Such
portion shall be a whole percentage of the Eligible Employee's Compensation,
but not less than three percent (3)% nor more than twenty percent (20%).
5.3 Changing Withholding Rate. Participants may not change the
rate of payroll withholding during an Accumulation Period. If a
Participant wishes to change the rate of payroll withholding, effective as
of the Accumulation Period immediately following the date that a new
enrollment form has been received by the Company, he or she may do so by
filing a new enrollment form with the Company at the prescribed location at
any time. The new withholding rate shall be effective as of the
Accumulation Period immediately following the date that such form has been
received by the Company. The new withholding rate shall be a whole
percentage of the Eligible Employee's Compensation, but not less than three
percent (3%) nor more than twenty percent (20%).
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5.4 Discontinuing Payroll Deductions. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing
a new enrollment form with the Company at the prescribed location at any
time. Payroll withholding shall cease as soon as reasonably practicable
after such form has been received by the Company. In addition, employee
contributions may be discontinued automatically pursuant to Section 9.2.
A Participant who has discontinued employee contributions may resume such
contributions by filing a new enrollment form with the Company at the
prescribed location. Payroll withholding shall resume as of the
Accumulation Period immediately following the date that such form has been
received by the Company.
5.5 Limit on Number of Elections. No Participant shall make more
than two (2) elections under Sections 5.3 or 5.4 above during any Offering
Period.
6. Withdrawal from the Plan.
6.1 Withdrawal. A Participant may elect to withdraw from the Plan
by filing the prescribed form with the Company at the prescribed location
at any time before the last day of an Accumulation Period. As soon as
reasonably practicable thereafter, payroll deductions shall cease and the
entire amount credited to the Participant's Plan Account shall be refunded
to him or her in cash, without interest. No partial withdrawals shall be
permitted.
6.2 Re-enrollment After Withdrawal. A former Participant who has
withdrawn from the Plan shall not be a Participant until he or she
re-enrolls in the Plan under Section 4.3. Re-enrollment may be effective
only at the commencement of an Offering Period.
7. Change in Employment Status.
7.1 Termination of Employment. Termination of employment as an
Eligible Employee for any reason, including death, shall be treated as an
automatic withdrawal from the Plan under Section 6.1. Notwithstanding the
foregoing in this Section 7, a transfer from one Participating Company to
another shall not be treated as a termination of employment.
7.2 Leave of Absence. For purposes of the Plan, employment shall
not be deemed to terminate when the Participant goes on a military leave,
a sick leave or another bona fide leave of absence, if the leave was
approved by the Company in writing. Employment, however, shall be deemed
to terminate ninety (90) days after the Participant goes on a leave, unless
a contract or statute guarantees his or her right to return to work.
Employment shall be deemed to terminate in any event when the approved leave
ends, unless the Participant immediately returns to work.
7.3 Death. In the event of the Participant's death, the amount
credited to his or her Plan Account shall be paid to a beneficiary
designated by him or her for this purpose on the prescribed form or, if
none, to the Participant's estate. Such form shall be valid only if it was
filed with the Company at the prescribed location before the Participant's
death.
8. Plan Accounts and Purchase of Shares.
8.1 Plan Accounts. The Company shall maintain a Plan Account on
its books in the name of each Participant. Whenever an amount is deducted
from the Participant's Compensation under the Plan, such amount shall be
credited to the Participant's Plan Account. Amounts credited to Plan
Accounts shall not be trust funds and may be commingled with the Company's
general assets and applied to general corporate purposes. No interest shall
be credited to Plan Accounts.
8.2 Purchase Price. The Purchase Price for each share of Stock
purchased at the close of an Accumulation Period shall be the lower of:
(i) 85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period; or
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(ii) 85% of the Fair Market Value of such share on the last
trading day before the commencement of the applicable Offering Period
(as determined under Section 4.5).
8.3 Number of Shares Purchased. As of the last day of each
Accumulation Period, each Participant shall be deemed to have elected to
purchase the number of shares of Stock calculated in accordance with this
Section 8.3, unless the Participant has previously elected to withdraw
from the Plan in accordance with Section 6.1. The amount then in the
Participant's Plan Account shall be divided by the Purchase Price, and
the number of shares that results shall be purchased from the Company with
the funds in the Participant's Plan Account. The foregoing notwithstanding,
no Participant shall purchase more than five hundred (500) shares of Stock
with respect to any Accumulation Period nor more than the amounts of Stock
set forth in Sections 9.2 and 14.1. The Committee may determine with
respect to all Participants that any fractional share, as calculated under
this Subsection 8.3, shall be (i) rounded down to the next lower whole
share or (ii) credited as a fractional share.
8.4 Available Shares Insufficient. In the event that the
aggregate number of shares that all Participants elect to purchase during
an Accumulation Period exceeds the maximum number of shares remaining
available for issuance under Section 14.1, then the number of shares to
which each Participant is entitled shall be determined by multiplying the
number of shares available for issuance by a fraction, the numerator of
which is the number of shares that such Participant has elected to purchase
and the denominator of which is the number of shares that all Participants
have elected to purchase.
8.5 Issuance of Stock. Certificates representing the shares of
Stock purchased by a Participant under the Plan shall be issued to him or
her as soon as reasonably practicable after the close of the applicable
Accumulation Period, except that the Committee may determine that such
shares shall be held for each Participant's benefit by a broker designated
by the Committee (unless the Participant has elected that certificates be
issued to him or her). Shares may be registered in the name of the
Participant or jointly in the name of the Participant and his or her spouse
as joint tenants with right of survivorship or as community property.
8.6 Unused Cash Balances. An amount remaining in the Participant's
Plan Account that represents the Purchase Price for any fractional share
shall be carried over in the Participant's Plan Account to the next
Accumulation Period. Any amount remaining in the Participant's Plan
Account that represents the Purchase Price for whole shares that could not
be purchased by reason of Section 8.3 above, Section 9.2 or Section 14.1
shall be refunded to the Participant in cash, without interest.
8.7 Stockholder Approval. Any other provision of the Plan
notwithstanding, no shares of Stock shall be purchased under the Plan unless
and until the Company's stockholders have approved the adoption of the Plan.
9. Limitations on Stock Ownership.
9.1 Five Percent Limit. Any other provision of the Plan
notwithstanding, no Participant shall be granted a right to purchase Stock
under the Plan if such Participant, immediately after his or her election
to purchase such Stock, would own stock possessing more than 5% of the total
combined voting power or value of all classes of stock of the Company or any
parent or Subsidiary of the Company. For purposes of this Section 9.1, the
following rules shall apply:
(i) Ownership of stock shall be determined after applying the
attribution rules of section 424(d) of the Code;
(ii) Each Participant shall be deemed to own any stock that he
or she has a right or option to purchase under this or any other plan; and
(iii) Each Participant shall be deemed to have the right to
purchase five hundred (500) shares of Stock under this Plan with respect to
each Accumulation Period.
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9.2 Dollar Limit. Any other provision of the Plan notwithstanding,
no Participant shall purchase Stock with a Fair Market Value in excess of
$10,000 per calendar year (under this Plan and all other employee stock
purchase plans of the Company or any parent or Subsidiary of the Company).
For purposes of this Section 9.2, the Fair Market Value of Stock
shall be determined in each case as of the beginning of the Offering Period
in which such Stock is purchased. Employee stock purchase plans not
described in section 423 of the Code shall be disregarded. If a Participant
is precluded by this Section 9.2 from purchasing additional Stock under the
Plan, then his or her employee contributions shall automatically be
discontinued and shall resume at the beginning of the earliest Accumulation
Period ending in the next calendar year (if he or she then is an Eligible
Employee).
10. Rights Not Transferable. The rights of any Participant under the Plan,
or any Participant's interest in any Stock or moneys to which he or she may
be entitled under the Plan, shall not be transferable by voluntary or
involuntary assignment or by operation of law, or in any other manner other
than by beneficiary designation or the laws of descent and distribution.
If a Participant in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other than by
beneficiary designation or the laws of descent and distribution, then such
act shall be treated as an election by the Participant to withdraw from the
Plan under Section 6.1.
11. No Rights as an Employee. Nothing in the Plan or in any right granted
under the Plan shall confer upon the Participant any right to continue in
the employ of a Participating Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the
Participating Companies or of the Participant, which rights are hereby
expressly reserved by each, to terminate his or her employment at any time
and for any reason, with or without cause.
12. No Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any shares of Stock that he or she may have a
right to purchase under the Plan until such shares have been purchased on
the last day of the applicable Offering Period.
13. Securities Law Requirements. Shares of Stock shall not be issued under
the Plan unless the issuance and delivery of such shares comply with (or
are exempt from) all applicable requirements of law, including (without
limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations,
and the regulations of any stock exchange or other securities market on
which the Company's securities may then be traded.
14. Stock Offered under the Plan.
14.1 Authorized Shares. The maximum aggregate number of shares of
Stock available for purchase under the Plan is five hundred thousand
(500,000), plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2001 equal to the lesser of (i) one
hundred thousand (100,000) shares, (ii) three percent (3%) of the
outstanding shares on such date or (iii) a lesser amount determined by the
Board. The aggregate number of Shares available for purchase under the
Plan shall at all times be subject to adjustment pursuant to Section 14.
14.2 Antidilution Adjustments. The aggregate number of shares of
Stock offered under the Plan, the five hundred (500) share limitation
described in Section 8.3 and the price of shares that any Participant has
elected to purchase shall be adjusted proportionately by the Committee for
any increase or decrease in the number of outstanding shares of Stock
resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, any other increase or decrease in such shares effected
without receipt or payment of consideration by the Company, the
distribution of the shares of a Subsidiary to the Company's stockholders
or a similar event.
14.3 Reorganizations. Any other provision of the Plan
notwithstanding, immediately prior to the effective time of a Corporate
Reorganization, the Offering Period then in progress shall terminate and
shares shall be purchased pursuant to Section 8, unless the Plan is assumed
by the surviving corporation or its parent corporation pursuant to the plan
of merger or consolidation. The Plan shall in no event be construed to
restrict in any way the Company's right to undertake a dissolution,
liquidation, merger, consolidation or other reorganization.
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15. Amendment or Discontinuance. The Board shall have the right to amend,
suspend or terminate the Plan at any time and without notice. Except as
provided in Section 14, any increase in the aggregate number of shares of
Stock to be issued under the Plan shall be subject to approval by a vote
of the stockholders of the Company. In addition, any other amendment of
the Plan shall be subject to approval by a vote of the stockholders of the
Company to the extent required by an applicable law or regulation.
16. Execution. To record the adoption of the Plan by the Board on
July 10, 2000, the Company has caused its authorized officer to execute
the same.
SUPERTEX, INC.
By:______________________
Its:_____________________
Title:___________________
