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Exhibit 99.1
ELITE INFORMATION GROUP, INC. 2000
EMPLOYEE STOCK PURCHASE PLAN
(Effective July 1, 2000)
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TABLE OF CONTENTS
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ARTICLE I BACKGROUND.........................................................3
1.1 Establishment of the Plan...........................................3
1.2 Applicability of the Plan...........................................3
1.3 Purpose.............................................................3
ARTICLE II DEFINITIONS.......................................................3
2.1 Administrator.......................................................3
2.2 Beneficiary.........................................................3
2.3 Board...............................................................3
2.4 Code................................................................4
2.5 Committee...........................................................4
2.6 Common Stock........................................................4
2.7 Company.............................................................4
2.8 Compensation........................................................4
2.9 Date of Grant.......................................................4
2.10 Employee............................................................4
2.11 Employer............................................................4
2.12 Exercise Date.......................................................4
2.13 Fair Market Value...................................................4
2.14 Option..............................................................5
2.15 Option Period.......................................................5
2.16 Option Price........................................................5
2.17 Participant.........................................................5
2.18 Plan................................................................5
2.19 Request for Participation Form, or Request Form.....................5
2.20 Subsidiary..........................................................5
ARTICLE III ELIGIBILITY AND PARTICIPATION....................................5
3.1 Eligibility.........................................................5
3.2 Leave of Absence....................................................6
3.3 Participation.......................................................6
ARTICLE IV STOCK AVAILABLE...................................................6
4.1 In General..........................................................6
4.2 Adjustment In Event of Changes In Capitalization....................6
4.3 Shares Unavailable..................................................6
ARTICLE V OPTION PROVISIONS..................................................7
5.1 Option Price........................................................7
5.2 Calendar Year $25,000 Limit.........................................7
ARTICLE VI PURCHASING COMMON STOCK...........................................7
6.1 Deductions from Payroll, Bonuses, Commissions, etc..................7
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6.2 Deduction Changes and Discontinuance................................7
6.3 Leave of Absence; Transfer to Ineligible Status.....................7
6.4 Participant's Account...............................................8
6.5 Automatic Exercise..................................................8
6.6 Issuance of Stock Certificates and Shareholder Rights...............8
6.7 Listing, Registration, and Qualification of Shares..................8
ARTICLE VII WITHDRAWAL OF DEDUCTIONS;TERMINATION OF EMPLOYMENT...............9
7.1 Discontinuance of Deductions; Leave of Absence;
Transfer to Ineligible Status.......................................9
7.2 Termination of Employment for Reasons Other Than
Retirement, Disability, or Death....................................9
7.3 Retirement or Disability............................................9
7.4 Death...............................................................9
ARTICLE VIII AMENDMENT AND TERMINATION......................................10
8.1 Amendment..........................................................10
8.2 Termination........................................................10
ARTICLE IX MISCELLANEOUS....................................................10
9.1 Shareholder Approval...............................................10
9.2 Employment Rights..................................................10
9.3 Tax Withholding....................................................10
9.4 Rights Not Transferable............................................11
9.5 Effect of Certain Transactions.....................................11
9.6 No Repurchase of Stock by Company..................................11
9.7 Governing Law......................................................11
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ELITE INFORMATION GROUP, INC. 2000
EMPLOYEE STOCK PURCHASE PLAN
(Effective July 1, 2000)
ARTICLE I BACKGROUND
1.1 Establishment of the Plan.
Elite Information Group, Inc. (the "Company") hereby establishes a
stock purchase plan, to be known as the "ELITE INFORMATION GROUP, INC. 2000
EMPLOYEE STOCK PURCHASE PLAN" (the "Plan"), effective for a five year period
commencing July 1, 2000, unless earlier terminated as provided in this document.
The Plan is intended to be an employee stock purchase plan within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended, and the
regulations and rulings thereunder.
1.2 Applicability of the Plan.
The provisions of this Plan are applicable only to certain individuals
who, on the first day of each Option Period (as defined hereafter), are
employees of the Company and its participating subsidiaries.
1.3 Purpose.
The purpose of the Plan is to enhance the proprietary interest among
the employees of the Company and its participating subsidiaries through
ownership of Common Stock of the Company.
ARTICLE II DEFINITIONS
Whenever capitalized in this document, the following terms shall have
the respective meanings set forth below.
2.1 Administrator.
Administrator shall mean the person (who may be an officer or employee
of the Company) selected by the Committee to operate the Plan, perform
day-to-day administration of the Plan, and maintain records of the Plan.
2.2 Beneficiary.
Beneficiary shall mean that person so designated by the Participant on
a Request Form delivered to the Company's Human Resources Department. In the
event that no validly designated Beneficiary is living at the time of a
Participant's death, the estate of the Participant shall be deemed the
Participant's Beneficiary.
2.3 Board.
Board shall mean the board of directors of the Company.
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2.4 Code.
Code shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.
2.5 Committee.
Committee shall mean a committee which consists of members of the Board
and which has been designated by the Board to have the general responsibility
for the administration of the Plan. Members of the Committee shall be chosen
from among those Board members who are not eligible to participate in the Plan.
Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its sole and absolute discretion to interpret and construe
any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations necessary or
advisable for administering the Plan. The Committee's determinations on the
foregoing matters shall be conclusive.
2.6 Common Stock.
Common Stock shall mean Common Stock of the Company.
2.7 Company.
Company shall mean Elite Information Group, Inc.
2.8 Compensation.
Compensation shall mean, for any Participant for any payroll period,
the Participant's compensation which is subject to an election to defer under
the Elite Information Group, Inc. 401(k) Plan.
2.9 Date of Grant.
Date of Grant shall mean the first day of each Option Period.
2.10 Employee.
Employee shall mean an employee of an Employer.
2.11 Employer.
Employer shall mean the Company and any Subsidiary designated by the
Committee as an employer participating in the Plan.
2.12 Exercise Date.
Exercise Date shall mean the final day of each Option Period.
2.13 Fair Market Value.
Fair Market Value of a share of Common Stock for each Option Period
shall mean the closing price of the Company's Common Stock on the NASDAQ
National Market System as of the last business day for which prices are
available prior to the Date of Grant.
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2.14 Option.
Option shall mean a right to purchase Common Stock under the Plan.
2.15 Option Period.
Option Period shall mean the period extending from the first day
through the final day of each calendar quarter that the Plan is in effect. The
Plan may terminate during an Option Period as provided in section 8.2.
2.16 Option Price.
Option Price for each Option Period shall mean the purchase price of
Common Stock determined under section 5.1.
2.17 Participant.
Participant shall mean any eligible Employee who has elected to
participate in the Plan under section 3.3.
2.18 Plan.
Plan shall mean the Elite Information Group, Inc. 2000 Employee Stock
Purchase Plan, as amended and in effect from time to time.
2.19 Request for Participation Form, or Request Form.
Request for Participation Form, or Request Form, shall mean an
Employee's payroll deduction authorization form, containing such terms and
provisions as may be required by the Administrator for each Option Period.
2.20 Subsidiary.
Subsidiary shall mean any present or future corporation which is a
"subsidiary corporation" of the Company as defined in Code section 424.
Except when otherwise indicated by the context, the definition of any
term herein in the singular may also include the plural.
ARTICLE III ELIGIBILITY AND PARTICIPATION
3.1 Eligibility.
Each Employee whose most recent date of hire by an Employer is on or
before the 15th day of the month immediately prior to the Date of Grant of an
Option Period, who is actively employed by an Employer on the first day of the
Option Period, and who is a regular Employee customarily scheduled to work at
least 20 hours each week shall be eligible to participate in the Plan for such
Option Period.
Notwithstanding the foregoing, no Employee shall be eligible to
participate during any Option Period if, immediately after the Date of Grant for
such Option Period, such Employee would own stock, within the meaning of Section
423(b)(3) of the Code, possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company. For purposes of
this section, the attribution rules of Code section 424(d) shall apply in
determining stock ownership of any Employee.
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3.2 Leave of Absence.
For purposes of section 3.1, an individual on a leave of absence from
an Employer shall be deemed to be an Employee for the first 90 days of such
leave. For the purpose of the Plan only, such individual's employment with the
Employer shall be deemed to have terminated at the close of business on the
ninetieth day of such leave, unless the individual shall have returned to
regular employment with an Employer prior to the close of business on such
ninetieth day. Termination of any individual's leave of absence by an Employer,
other than on account of a return to employment with an Employer, shall be
deemed to terminate an individual's employment with the Employer for all
purposes of the Plan.
3.3 Participation.
An employee eligible to participate in the Plan for an Option Period
may become a Participant in the Plan by completing and forwarding a Request Form
to the Human Resources Department of the Company by the date established by the
Committee. A new Request Form must be completed and forwarded to the Human
Resources Department for each Option Period that an eligible employee elects to
participate in the Plan. The Request Form shall authorize a regular payroll
deduction, as defined in section 6.1, from the Employee's Compensation during
the Option Period.
ARTICLE IV STOCK AVAILABLE
4.1 In General.
Subject to adjustment as provided in section 4.2, an aggregate of
1,000,000 shares of Common Stock shall be available for purchase pursuant to the
provisions of the Plan. The shares may be authorized and unissued shares or may
be shares issued and subsequently acquired by the Company. If an Option under
the Plan expires or terminates for any reason without having been exercised in
whole or in part, the shares subject to such Option that are not purchased shall
again be available for subsequent Option grants under the Plan.
4.2 Adjustment In Event of Changes In Capitalization.
The aggregate number of shares of Stock reserved for purchase under the
Plan, as provided in Section 4.1, and the calculation of the Option Price per
share for Options granted but not yet exercised, shall be appropriately adjusted
to reflect any increase or decrease in the number of issued shares of Common
Stock resulting from a stock dividend, stock split, or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to holders of the Company's Common Stock other than
normal cash dividends. Such adjustment in outstanding Options shall be made
without change in the total price applicable to the unexercised portion of such
Options, and with a corresponding adjustment in the Option Price per share.
4.3 Shares Unavailable.
If, on any Exercise Date, the aggregate funds available for the
purchase of Stock would purchase a number of shares in excess of the number of
shares then available for purchase under the Plan pursuant to Section 4.1, the
following events shall occur:
(a) The number of shares that would otherwise be purchased by each
Participant shall be proportionately reduced on the Exercise
Date in order to eliminate such excess;
(b) The Plan shall automatically terminate immediately after the
Exercise Date as of which the supply of available shares is
exhausted; and
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(c) Any cash balance remaining in each of the Participants'
accounts shall be refunded promptly, without interest.
ARTICLE V OPTION PROVISIONS
5.1 Option Price.
The Option Price of Common Stock purchased for a Participant on the
Exercise Date of an Option Period shall be set by the Committee at the lesser
of:
(a) 85 percent of the closing price of the Common Stock on the
NASDAQ National Market System on the Date of Grant of the
Option Period or on the nearest prior business day on which
trading occurred on the NASDAQ National Market System; or
(b) 85 percent of the closing price of the Common Stock on the
NASDAQ National Market System on the Exercise Date of the
Option Period or on the nearest prior business day on which
trading occurred on the NASDAQ National Market System.
5.2 Calendar Year $25,000 Limit.
Notwithstanding anything else contained herein, no Employee may be
granted an Option which permits such Employee, during any calendar year, to
purchase Common Stock under this Plan, and any other qualified employee stock
purchase plan (within the meaning of Code section 423) of the Company and its
Subsidiaries, having an aggregate Fair Market Value, determined at the time of
each Date of Grant during such calendar year, of more than $25,000.
ARTICLE VI PURCHASING COMMON STOCK
6.1 Deductions from Payroll, Bonuses, Commissions, etc.
For each Option Period, an Employee eligible to participate in the Plan
under section 3.1 may elect to participate by submitting a Request Form, in
accordance with rules adopted by the Committee, authorizing a payroll deduction
of any whole percentage from 1 percent to 10 percent of such Employee's
Compensation payable each pay period, and at any other time an element of
Compensation is payable; provided, however, that a Participant's payroll
deduction shall be at least ten dollars each month or five dollars each payroll
period.
6.2 Deduction Changes and Discontinuance.
A Participant may not increase or decrease his or her payroll deduction
under section 6.1 during any Option Period.
A Participant may completely discontinue his or her payroll deduction
at any time, by filing a new Request Form with the Company's Human Resources
Department. This discontinuance shall be effective on the first pay period
commencing at least 25 days after receipt of the Request Form by the Company's
Human Resources Department.
6.3 Leave of Absence; Transfer to Ineligible Status.
If a Participant either goes on a leave of absence, is transferred to
employment with a Subsidiary not participating in the Plan, or remains employed
with an Employer but is not customarily scheduled to work at least 20 hours each
week, such Participant shall no longer be eligible for payroll deductions under
the Plan. Such Participant shall have the right to elect
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(a) to withdraw the balance in his or her account under
section 7.1; or
(b) to discontinue payroll deductions under the Plan but
remain a Participant in the Plan.
If the Participant returns from such leave of absence before being
deemed to have ceased employment with the Employer under section 3.2, or again
becomes a full-time Employee of an Employer customarily scheduled to work at
least 20 hours each week, his or her payroll deductions shall automatically
recommence at the percentage level in effect immediately before the leave of
absence or disqualifying change in employment status (as applicable).
6.4 Participant's Account.
The Administrator shall establish an account in the name of each
Participant. A Participant's payroll deductions, as described above, shall be
credited to the Participant's account, without interest, until withdrawn,
distributed, or used to purchase Common Stock as described below.
All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate these payroll deductions.
6.5 Automatic Exercise.
Unless a Participant's account is distributed in cash as hereinafter
provided, his or her Option shall be deemed to have been exercised automatically
on the Exercise Date of the Option Period for the purchase of the number of
whole shares of Common Stock which the accumulated payroll deductions in such
Participant's account at that time will purchase at the Option Price.
Fractional shares shall not be issued or purchased under the Plan. If a
Participant has elected to participate in the Plan for the following Option
Period, any accumulated payroll deductions that would have been used to purchase
a fractional share shall be applied to such Participant's account for the
following Option Period. Otherwise, any remaining funds will be returned to the
Participant (or Beneficiary, as appropriate) without interest.
Sixty days after the Exercise Date of each Option Period, each
Participant participating in the Plan for such Option Period (or Beneficiary, as
appropriate) shall receive a statement indicating the number of shares purchased
for such Participant for such Option Period.
6.6 Issuance of Stock Certificates and Shareholder Rights.
As soon as practicable after the Exercise Date of an Option Period, the
Administrator shall cause Common Stock certificates representing the number of
whole shares purchased for each Participant (or Beneficiary, as appropriate) to
be issued to an account established in the name of such Participant (or
Beneficiary, as appropriate) with a securities brokerage firm designated by the
Administrator. As soon as practicable thereafter, the Administrator shall
notify, or cause such securities brokerage firm to notify, each Participant of
the number of shares of Common Stock held in such account and of the appropriate
account information. None of the rights or privileges of a shareholder of the
Company shall exist with respect to Common Stock purchased under the Plan unless
and until the shares of Common Stock have been issued by the Company and either
the Participant has become the beneficial owner of the Common Stock on the
records of the securities brokerage firm or the Participant has become the
record owner of the Common Stock.
6.7 Listing, Registration, and Qualification of Shares.
The granting of Options for, and the sale and delivery of, Common Stock
under the Plan, shall be subject to the effecting by the Company of any listing,
registration, or qualification of the shares subject to
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that Option upon any securities exchange or under any federal or state law, or
the obtaining of the consent or approval of any governmental regulatory body
that the Committee deems necessary or desirable for the issue or purchase of the
shares covered.
ARTICLE VII WITHDRAWAL OF DEDUCTIONS;TERMINATION OF EMPLOYMENT
7.1 Discontinuance of Deductions; Leave of Absence; Transfer to
Ineligible Status.
In the event of a Participant's complete discontinuance of payroll
deductions under section 6.2 or a Participant's leave of absence or transfer to
an ineligible status under section 6.3, the balance in the Participant's account
shall be:
(a) returned to the Participant, in cash, without interest, as
soon as practicable, upon the Participant's written request
received by the Company's Human Resources Department no later
than the 15th day of the final calendar month of the current
Option Period; or
(b) held under the Plan and used to purchase Common Stock for the
Participant under the automatic exercise provisions of
section 6.5.
7.2 Termination of Employment for Reasons Other Than Retirement,
Disability, or Death.
If a Participant terminates employment with the Company and the
Subsidiaries for reasons other than retirement (voluntary termination of
employment with the Company and the Subsidiaries on or after age 65), disability
as determined under the Company's long-term disability plan, or death, the
balance in the Participant's account shall be returned to the Participant in
cash, without interest, as soon as practicable.
7.3 Retirement or Disability.
In the event a Participant terminates employment with the Company and
the Subsidiaries by reason of retirement (as defined in section 7.2) or
disability as determined under the Company's long-term disability plan, the
balance in such Participant's account shall be:
(a) returned to the Participant, in cash, without interest, as
soon as practicable, upon written request by the Participant
received by the Company's Human Resources Department no later
than the 15th day of the final calendar month of the current
Option Period; or
(b) held under the Plan and used to purchase Common Stock for
the Participant under the automatic exercise provisions of
section 6.5.
7.4 Death.
In the event a Participant dies, the balance in such Participant's
account shall be:
(a) distributed to the Participant's Beneficiary, in cash, without
interest, as soon as practicable, upon written request by the
Beneficiary received by the Company's Human Resources
Department no later than the 15th day of the final calendar
month of the current Option Period; or
(b) held under the Plan and used to purchase Common Stock for
the Beneficiary under the automatic exercise provisions of
section 6.5.
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ARTICLE VIII AMENDMENT AND TERMINATION
8.1 Amendment.
The Committee shall have the right to amend or modify the Plan, in full
or in part, at any time and from time to time; provided, however, that no
amendment or modification shall:
(a) affect any right or obligation with respect to any grant
theretofore made, unless required by law, or
(b) unless previously approved by the stockholders of the
Company, where such approval is necessary to satisfy then
applicable requirements of federal securities laws, the Code,
or rules of any stock exchange on which the Company's Common
Stock is listed,
(i) in any manner materially affect the eligibility
requirements set forth in sections 3.1 and 3.2,
(ii) materially increase the number of shares of
Common Stock subject to any Options issued to
Participants (except as provided in section 4.2), or
(iii) materially increase the benefits to Participants
under the Plan.
8.2 Termination.
The Committee may terminate the Plan at any time in its sole and
absolute discretion. Upon termination of the Plan, the Administrator shall give
notice thereof to Participants and shall terminate all payroll deductions. Cash
balances in Participants' accounts shall be refunded promptly, without interest.
ARTICLE IX MISCELLANEOUS
9.1 Shareholder Approval.
The Plan shall be approved and ratified by the stockholders of the
Company, not later than 12 months after the Plan is approved by the Board of
Directors, pursuant to Treasury regulation section 1.423-2(c). If for any reason
such approval is not given by such date, the Plan shall be null and void, all
payroll deductions shall cease, and the balances in Participants' accounts shall
be promptly distributed to them; provided, however, that any Common Stock
certificates issued and delivered to Participants prior to such date shall
remain the property of the Participants.
9.2 Employment Rights.
Neither the establishment of the Plan, nor the grant of any Options
thereunder, nor the exercise thereof shall be deemed to give to any Employee 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 or otherwise modify the employment relationship at any time.
9.3 Tax Withholding.
The Administrator shall be entitled to require any Participant to
remit, through payroll withholding or otherwise, any tax that it determines it
is so obligated to collect with respect to the issuance of Options or Common
Stock hereunder, or the subsequent exercise of such Options or the sale or
disposition of such Common Stock, and the Administrator shall institute such
mechanisms as shall insure the collection of such taxes.
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9.4 Rights Not Transferable.
No Option granted under the Plan is assignable or transferable by any
Participant, other than by will or the laws of descent and distribution. Options
granted to a Participant are only exercisable, during such Participant's
lifetime, by that Participant. A Participant's unexercised Options, in the event
that a Participant dies, shall be treated pursuant to the provisions of Section
7.4.
9.5 Effect of Certain Transactions.
Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger or consolidation,
or if the Company shall be merged for the purpose of changing the jurisdiction
of its incorporation, any Options granted hereunder shall pertain to and apply
to the shares of stock of the Company or the survivor. However, in the event of
a dissolution or liquidation of the Company, or of a merger or consolidation in
which the Company is not the surviving or resulting corporation, the Plan and
any Offering hereunder shall terminate upon the effective date of such
dissolution, liquidation, merger or consolidation, and the balance then standing
to the credit of each Participant in his or her account shall be refunded
promptly, without interest.
9.6 No Repurchase of Stock by Company.
The Company is under no obligation to repurchase from any Participant
any shares of Common Stock acquired under the Plan.
9.7 Governing Law.
The Plan shall be governed by and construed in accordance with the laws
of the State of California except to the extent such laws are preempted by the
laws of the United States.
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