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EXHIBIT 10.24
PICTURETEL CORPORATION
FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE FOREIGN PLAN
1. PURPOSE
The PictureTel Corporation Foreign Subsidiary Employee Stock Purchase
Plan (the "Foreign Plan") is designed to encourage and assist employees of such
foreign subsidiaries of PictureTel Corporation (the "Company") as the Company's
Board of Directors (the "Board") may from time to time designate ("Participating
Subsidiary") to acquire an equity interest in the Company through the purchase
of shares of Common Stock, $.0l par value, of the Company ("Common Stock").
2. ADMINISTRATION OF THE FOREIGN PLAN
The Foreign Plan shall be administered by a committee (the
"Committee") of the Board designated by the Board for that purpose. Unless and
until a Committee is appointed, the Foreign Plan shall be administered by the
Board, in which case all references herein to the "Committee" shall be deemed to
be references to the "Board". The Committee shall supervise the administration
and enforcement of the Foreign Plan according to its terms and provisions and
shall have all powers necessary to accomplish these purposes and discharge its
duties hereunder including, without limitation, the power to (i) employ and
compensate agents of the Committee for the purpose of administering the accounts
of participating employees, (ii) construe or interpret the Foreign Plan, (iii)
determine all questions of eligibility and (iv) compute the amount and determine
the manner and time of payment of all benefits according to the Foreign Plan.
The Committee's determinations hereunder shall be final and binding.
If the Committee in its discretion so elects, it may retain a
brokerage firm, bank, or other institution to assist in the purchase of shares,
delivery of reports, or other administrative aspects of this Foreign Plan. If
the Committee so elects, each Participant shall (unless prohibited by the laws
of the jurisdiction of such Participant's employment or residence) be deemed
upon enrollment in this Foreign Plan to have authorized the establishment of an
account on such Participant's behalf at such institution. Shares purchased by
the Participant under this Foreign Plan shall be held in the account in the name
in which the shares certificate would otherwise be issued.
3. NATURE AND NUMBER OF SHARES TO BE DELIVERED
The Common Stock subject to issuance under the terms of the Foreign
Plan shall be authorized but unissued shares or previously issued shares
reacquired and held by the Company. The aggregate number of shares that may be
delivered under the Foreign Plan shall not exceed 500,000 shares of Common
Stock, subject to adjustment under this Section.
In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, or other similar change in the capital structure of the Company,
the Committee may make such adjustment, if any, as it deems appropriate in the
number, kind and purchase price of the shares available for purchase under the
Foreign Plan and in the maximum number of shares which may be issued under the
Foreign Plan, subject to the approval of the Board.
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4. ELIGIBILITY REQUIREMENTS
Each employee of a Participating Subsidiary, except those employees
described in paragraphs (i) through (iv) below, shall be eligible to participate
in the Foreign Plan pursuant to Section 5. ("Eligible Employee").
The following employees are not eligible to participate in the Foreign Plan:
(i) Employees who, immediately upon enrollment in the Foreign
Plan, own directly or indirectly, or hold options or rights to
acquire, an aggregate of 5% or more of the total combined voting
power or value of all outstanding shares of all classes of the
Company or any Subsidiary;
(ii) Employees who have not completed at least 6 months of
service with the Participating Subsidiary as of an Enrollment Date;
and
(iii) Employees who are prohibited by the laws of the
jurisdiction of their residence or employment from participation
herein.
(iv) Employees who are employed by a corporation as to which the
Board does not take action within ninety (90) days after such
corporation becomes a subsidiary of the Company to include such
corporation as a Participating Subsidiary.
5. PARTICIPATION PROCESS
Each employee who will be an Eligible Employee on the first day of an
Option Period may voluntarily elect to participate in the Foreign Plan by
executing and delivering a payroll deduction authorization in accordance with
Section 6.1. Upon such election, the Eligible Employee will be deemed to be a
participant ("Participant") on the first day of such Option Period and will
remain a Participant until his or her participation is terminated as provided in
the Foreign Plan. For purposes of the Foreign Plan, an "Option Period" is
defined as any of the six month periods beginning September 1, 1999 or any March
1 or September 1 thereafter.
6. ENROLLMENT AND WITHDRAWAL
6.1 ENROLLMENT. Each Eligible Employee may enroll or re-enroll in the
Foreign Plan, as the case may be, as of the first day of any Option Period after
the employee first becomes eligible to participate (the "Enrollment Date"). To
enroll or re-enroll, an Eligible Employee must complete and sign an enrollment
form and submit it to the Human Resources Department of the Participating
Subsidiary at least fifteen (15) days prior to the Enrollment Date with respect
to which the election is effective. Participation in the Foreign Plan is
voluntary.
6.2 WITHDRAWAL. Any Participant may cancel all (BUT NOT LESS THAN
ALL) of his or her Options at any time prior to the exercise thereof by
notifying the Human Resources Department of the Participating Subsidiary in
writing at any time prior to the Purchase Date (as such term is defined in
Section 9 herein), except that such notification will be effective no later than
the close of the first complete pay period following receipt by the Human
Resources Department of the Participating Subsidiary (or such other period
established in writing by the Company's Corporate Human Resources Department).
It shall be the responsibility of the Participant to ensure that any such
notification is actually received by the Human Resources Department of the
Participating Subsidiary. Upon the effective date of any such cancellation, the
entire amount credited to the Participant's account in accordance with Section 7
will be returned to the Participant without interest. Any Participant who
cancels an Option may at any time thereafter become a Participant with respect
to future Option Periods, in accordance with Section 6.1.
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7. METHOD OF PAYMENT
7.1 PAYROLL WITHHOLDING. Payment for shares is to be made in
installments through payroll deductions over the Option Period, with the first
such deduction commencing with the first payroll period ending after the
Enrollment Date.
Subject to the limits in Section 8, each Participant may authorize
withholding in each pay period in an amount NOT LESS THAN ONE PERCENT (1%) AND
NOT MORE THAN TEN PERCENT (10%) of his or her Compensation by means of
substantially equal payroll deductions over the Option Period; provided that the
Committee may from time to time before an Enrollment Date, establish limits
other than those herein described for all purchases to occur during the relevant
Option Period. FOR PURPOSES OF THE FOREIGN PLAN, "COMPENSATION" WILL MEAN ALL
REGULAR BASE SALARY PAYMENTS MADE TO THE PARTICIPANT BY THE PARTICIPATING
SUBSIDIARY.
A Participant may increase or decrease the rate of withholding
effective as of the first day of any future Option Period by giving fifteen (15)
days prior written notice to the Human Resources Department of the Participating
Subsidiary. A Participant may terminate his or her payroll deduction
authorization as of any date before the Purchase Date by notifying the Human
Resources Department of the Participating Subsidiary in writing, and such
Participant will thereby cease to participate in the Foreign Plan as of that
date and will be deemed to have canceled his or her Option pursuant to Section
6.2.
7.2 ACCOUNTS. All amounts withheld under Section 7.1 in accordance
with a Participant's payroll deduction authorization will be credited in local
currency to an account maintained for such Participant. The Company and the
Participating Subsidiary shall be entitled to use the withholdings for any
purpose, shall have no obligation to pay interest on amounts credited to a
Participant's account, and shall not be obligated to segregate withholdings.
7.3 LIMIT ON PURCHASE. In no event shall the rights of any
Participant to purchase shares (under this Foreign Plan and under any other
Stock Purchase Plans of the Company or any Subsidiary), accrue at a rate which
exceeds $25,000 U.S. of fair market value of such shares (determined as of the
applicable Grant Date, as defined in Section 9) in any calendar year.
8. GRANT OF RIGHT TO PURCHASE SHARES
Each person who is a Participant on the first day of an Option Period
will be granted an Option for such Option Period for the purchase of the number
of whole shares of Common Stock as determined by dividing (i) the balance in the
Participant's local currency withholding account converted to U.S. dollars on
the last day of the Option Period, by (ii) the U.S. dollar purchase price per
share of the Common Stock determined under Section 9. The Grant Date and the
Purchase Date (as such terms are defined in Section 9) shall constitute the date
of grant and the date of exercise, respectively.
9. PURCHASE OF SHARES
Each Eligible Employee who is a Participant in the Foreign Plan on
the last trading day of an Option Period and who has not cancelled his or her
option will be deemed to have exercised on that day the Option granted to him or
her for that Option Period. Upon exercise, the local currency amounts then
credited to the Participant's account will be converted to U.S. dollars and used
to purchase the whole shares of Common Stock determined in accordance with
Section 8, and as soon as practicable thereafter certificates for such shares
will be issued and delivered to the Participant's account established pursuant
to Section 2, above (unless prohibited by the laws of the jurisdiction of such
Participant's employment or residence). Fractional shares will not be issued.
The cost to the Participant for the shares purchased shall be 85% of the lower
of (i) the fair market value of Common Stock on the first trading day of the
respective
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Option Period (the "Grant Date"), or (ii) the fair market value of Common Stock
on the last trading day of the respective Option Period (the "Purchase Date").
Fair market value on any date shall mean the average of the high and
low sale prices (or the bid and asked prices if no sales are reported) with
respect to the Common Stock for that date, as reported by the principal exchange
on which the Common Stock is traded or by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other similar system then in
use; or, if on any such date the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices with respect to
the Common Stock, as furnished by a professional market maker making a market in
the Common Stock selected by the Board and if not available, the fair market
value of the Common Stock as of such day as determined in good faith by the
Board. A good faith determination by the Board of Directors as to fair market
value shall be final and binding.
The balance of the Participant's withholding account, if any,
following exercise shall be returned to the Participant without interest;
PROVIDED, HOWEVER, that if the balance left in the account consists solely of an
amount equal to the value of a fractional share, such fractional-share amount
will be retained in the withholding account and carried over to the next Option
Period. The entire balance of the Participant's-withholding account following
the final Option Period shall be returned to the Participant without interest.
10. TERMINATION OF EMPLOYMENT
Subject to Section 11, upon termination of a Participant's employment
with the Participating Subsidiary for any reason, the individual will (a) cease
to be a Participant, (b) forfeit any Option held under the Foreign Plan (and all
such options will be deemed canceled), (c) be entitled to a return of the
balance of his or her withholding account without interest, and (d) have no
further rights under the Foreign Plan.
11. DEATH OF A PARTICIPANT
A Participant may file a written designation of beneficiary on the
Participant's enrollment form, specifying who is to receive any Common Stock and
/ or cash credited to the Participant under the Foreign Plan in the event of the
Participant's death, which designation will also provide for the election by the
Participant of either (i) cancellation of the Participant's Option upon his or
her death, as provided in Section 6.2 or (ii) application as of the last day of
the Option Period of the balance of the deceased Participant's withholding
account at the time of death to the exercise of his or her Option, pursuant to
Section 9 of the Foreign Plan. In the absence of a valid election otherwise, the
death of a Participant will be deemed to effect a cancellation of his or her
Option. A designation of beneficiary and election may be changed by the
Participant at any time, by written notice to the Human Resources Department of
the Participating Subsidiary.
In the event of the death of a Participant and receipt by the Human
Resources Department of the Participating Subsidiary of proof of the identity
and existence at the Participant's death of a beneficiary validly designated by
him or her under the Foreign Plan, the Company will deliver to such beneficiary
any Common Stock and / or cash to which the beneficiary is entitled under the
Foreign Plan. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Foreign Plan who is living at the time
of such Participant's death, the Company will deliver such Common Stock and / or
cash to the executor or administrator of the estate of the Participant, if the
Company is able to identify such executor or administrator. If the Company is
unable to identify such administrator or executor, the Company, in its
discretion, may deliver such stock and / or cash to the spouse or to any one or
more dependents of a Participant as the Company may determine. No beneficiary
will, prior to the death of the Participant by whom he has been designated,
acquire any interest in any Common Stock or cash credited to the Participant
under the Foreign Plan.
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12. ASSIGNMENT
The rights of a Participant under the Foreign Plan may not be sold,
pledged, assigned or transferred in any manner. If this provision is violated,
the Participant's election to purchase Common Stock shall terminate and the only
obligation of the Company remaining under the Foreign Plan will be to pay to the
person entitled thereto the amount then credited to his or her account. No
Participant may create a lien on any funds, securities, rights or other property
held for the account of the Participant under the Foreign Plan, except to the
extent that there has been a designation of beneficiaries in accordance with the
Foreign Plan. A Participant's right to purchase shares under the Foreign Plan
shall be exercisable during the Participant's lifetime only by the Participant.
13. COSTS
All costs and expenses incurred in administering the Foreign Plan
shall be paid by the Company; except that any stamp duties or transfer taxes
applicable to participation in the Foreign Plan may be charged to the account of
such Participant. Any brokerage fees for the resale of the Common Stock by a
Participant shall be borne by the Participant.
14. REPORTS
Annually, the Company shall provide or cause to be provided to each
Participant a report of his or her contributions and the shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date.
15. RIGHTS AS STOCKHOLDER
A Participant will have no rights as a stockholder under the election
to purchase until he becomes a stockholder as herein provided. A Participant
will become a stockholder with respect to shares for which payment has been
completed as provided in Section 9 at the close of business on the last business
day of the Option Period.
16. MODIFICATION AND TERMINATION
The Board may terminate the Foreign Plan at any time, provided
however, the Plan will in any event automatically terminate ten years from the
date the shareholders approve the Foreign Plan. The Board may amend the Foreign
Plan at any time for any purpose permitted by law, PROVIDED that no amendment
shall be effective unless within one year after it is adopted by the Board it is
approved by the holders of a majority of the outstanding shares present and
entitled to vote on the matter, if such amendment would:
(i) increase the number of shares reserved for purchase
under the Plan;
(ii) change the designation of corporations whose
employees may be offered rights to purchase shares under the Plan;
provided, that a corporation's becoming or ceasing to be a
Subsidiary, or the exercise by the Committee of its discretion under
Section 4(iv), shall not be deemed a change in designation under this
paragraph ;
(iii) materially increase the benefits to Participants;
(iv) materially modify the requirements for participation;
or
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In the event the Foreign Plan is terminated, the Committee may elect
to terminate all outstanding rights to purchase shares under the Foreign Plan
either immediately or upon completion of the purchase of shares on the next
Purchase Date, unless the Committee has determined that the right to make all
such purchases shall expire on some other designated date occurring prior to the
next Purchase Date. If the rights to purchase shares under the Foreign Plan are
terminated prior to expiration, all funds contributed to the Foreign Plan that
have not been used to purchase shares shall be returned to the Participants
without interest.
If at any time the number of shares of Common Stock authorized for
purchase under the Foreign Plan is less than the purchases to be made, the
purchases shall be reduced proportionately to eliminate the excess.
17. BOARD APPROVAL; EFFECTIVE DATE
This Foreign Plan was adopted by the Board on March 3, 1999 and shall
be effective as of the date the shareholders approve the Foreign Plan
18. CONDITIONS ON THE DELIVERY OF COMMON STOCK
Neither the Company nor any Participating Subsidiary will be
obligated to deliver any shares of Common Stock pursuant to the Foreign Plan or
to remove restrictions from shares previously delivered under the Foreign Plan
(a) until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulations have been complied with, and all applicable local
laws in any jurisdiction outside the United States have been complied with, (b)
if the outstanding Common Stock is at the time listed on any stock exchange,
until the shares to be delivered have been listed or authorized to be listed on
such exchange upon official notice of notice of issuance, and (c) until all
other legal matters in connection with the issuance and delivery of such shares
have been approved by the Company's counsel. If the sale of Common Stock has not
been registered under the Securities Act of 1933, as amended, or under the
securities laws of any other jurisdiction, the Company may require, as a
condition to the delivery of Common Stock under the Foreign Plan, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of the Securities Act of 1933, as amended, or
laws of jurisdictions outside the United States and may require that the
certificates evidencing such Common Stock bear an appropriate legend restricting
transfer.
19. OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the Foreign
Plan may contain such other provisions as the Committee shall deem advisable,
provided that no such provision shall in any way be in conflict with the terms
of the Foreign Plan.
20. EMPLOYMENT RIGHTS
Nothing contained in the provisions of the Foreign Plan shall be
construed to give to any individual the right to be retained in the employ of
the Company or any Subsidiary or to interfere with the right of the Company or
any Subsidiary to discharge any employee at any time.
21. APPLICABLE LAW.
This Foreign Plan shall governed by and construed in accordance with
the substantive laws (excluding the conflict of laws rules) of the Commonwealth
of Massachusetts.
