EXHIBIT 4.3
MOTIENT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE AND SCOPE OF THE PLAN
1.1 Purpose
The Motient Corporation Employee Stock Purchase Plan is intended to
encourage employee participation in the ownership and economic progress of the
Corporation.
1.2 Definitions
Unless the context clearly indicates otherwise, the following terms
have the meaning set forth below:
"Motient Benefits Administration" shall mean the Corporation's Human
Resources Group.
"Board" shall mean the Board of Directors of the Corporation.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean a committee of officers or employees of the
Corporation and/or one or more of its Subsidiaries appointed by the Board, which
Committee shall administer the Plan as provided in Section 1.3 hereof.
"Common Stock" shall mean shares of common stock of the Corporation.
"Compensation" shall mean the base salary, bonuses, overtime, and
commissions paid to an Employee by the Corporation or a Subsidiary in accordance
with established payroll procedures.
"Corporation" shall mean Motient Corporation.
"Covered Officer" shall mean an Employee who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.
"Eligible Employee" shall mean an Employee who (i) is scheduled to
work at least 20 hours per week and (ii) whose customary employment is more than
five (5) months in a calendar year.
"Employee" shall mean any employee of the Corporation or a
Subsidiary.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exercise Date" shall mean June 30 and December 31 of each Plan Year
beginning after 1993.
"Fair Market Value" of a share of Common Stock shall mean (i) with
respect to the Initial Offering Date, the price at which a share of Common Stock
is sold to the public in the Initial Public Offering, or (ii) in all other
cases, the amount equal to the average of the closing bid and asked for prices
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of a Share on the applicable date as reported by the consolidated tape of the
National Association of Securities Dealers Automated Quotation (or on such other
recognized quotation system on which the trading prices of the Common Stock are
quoted on the applicable date), or, if no Share transactions are reported on
such tape (or such other system) on the applicable date, the average of the
closing bid and asked for prices of a Share on the immediately preceding date on
which Share transactions were so reported, or as determined pursuant to a
reasonable method adopted by the Committee in good faith for such purpose.
"Initial Offering" shall mean the first Option Period under the Plan,
which shall begin on the Initial Offering Date and shall end on June 30, 1994.
"Initial Offering Date" shall mean December 13, 1993.
"Offering Date" shall mean July 1 and January 1 of each Plan Year
beginning after 1993, provided that January 1, 1994 shall not be an Offering
Date.
"Option Period" shall mean (i) in the case of the Initial Offering,
the period beginning on the Initial Offering Date and ending on June 30, 1994,
or (ii) in all other cases, the period beginning on an Offering Date and ending
on the next succeeding Exercise Date.
"Option Price" shall mean the purchase price of a share of Common
Stock hereunder as provided in Section 3.1 hereof.
"Participant" shall mean any Eligible Employee who elects to
participate.
"Plan" shall mean this Motient Corporation Employee Stock Purchase
Plan, as the same may be amended from time to time.
"Plan Account" shall mean an account established and maintained by
the Corporation in the name of each Participant.
"Plan Year" shall mean the twelve (12) month period beginning January
1 and ending on the following December 31.
"Stock Purchase Agreement" shall mean the form prescribed by the
Committee which must be executed by an Employee who elects to participate in the
Plan.
"Subsidiary" shall mean any company in which the Corporation owns,
directly or indirectly, shares possessing 50% of the total combined voting power
of all classes of stock.
1.3 Administration of Plan
The Committee shall have the authority to administer the Plan and to
make and adopt rules and regulations not inconsistent with the provisions of the
Plan, provided that, except with respect to the Initial Offering, the Committee
also is authorized to change the Offering Periods, Offering Dates and Exercise
Dates under the Plan by providing written notice to all Employees at least 15
days prior to the Exercise Date following which such changes will take effect.
The Committee shall adopt the form of Stock Purchase Agreement and all notices
required hereunder. The Committee may delegate administrative tasks under the
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Plan to one or more agents. The Committee's interpretation and decisions in
respect to the Plan shall be final and conclusive.
1.4 Effective Date of Plan
The plan shall become effective on December 13, 1993, which shall be
the Initial Offering Date, provided that the Plan is approved by the
stockholders of the Corporation within 12 months before or after the date the
Plan is adopted by the Board.
1.5 Termination of Plan
The Plan shall continue in effect through December 31, 2003 unless
terminated prior thereto pursuant to Section 4.3 hereof, or by the Board which
shall have the right to terminate the Plan at any time. Upon any such
termination, the balance of any payroll deductions in each Participant's Plan
Account shall be refunded and, except as provided in Article VI with respect to
Covered Officers, a certificate or certificates for any shares of Common Stock
in each Participant's Plan Account shall be distributed to the Participant.
ARTICLE II
PARTICIPATION
2.1 Eligibility
Except in the case of the Initial Offering, each person who is an
Eligible Employee on an Offering Date may become a Participant by executing and
filing a Stock Purchase Agreement at least 15 days prior to said Offering Date.
In the case of the Initial Offering, each person who is an Eligible Employee on
the Initial Offering Date may become a Participant by executing and filing a
Stock Purchase Agreement on or before the date determined by the Committee in
accordance with applicable law. An Employee may not participate in the Plan if
immediately after the applicable Offering Date or, in the case of the Initial
Offering, the Initial Offering Date, the Employee would be deemed for purposes
of Section 423(b)(3) of the Code to possess 5% or more of the total combined
voting power or value of all classes of stock of the Corporation or any
Subsidiary. Notwithstanding the foregoing, the eligibility of any Participant
who is a Covered Officer is further limited to the extent provided in Article
VI.
2.2 Payroll Deductions
Payment for shares of Common Stock purchased hereunder shall be made
by authorized payroll deductions from each payment of Compensation in accordance
with instructions received from a Participant. Payroll deductions (a) shall be
equal to at least 1% of Compensation and (b) must equal at least five dollars
($5.00) per pay period and (c) may be expressed either as (i) a whole number
percentage or (ii) a fixed dollar amount, subject to the provisions of section
3.3 hereof. A Participant may not increase or decrease the deduction during an
Option Period. A Participant may, however, change the percentage deduction for
any subsequent Option Period by filing another Stock Purchase Agreement at least
15 days prior to the Offering Date on which such subsequent Option Period
commences. Amounts deducted from a Participant's Compensation pursuant to this
Section 2.2 shall be credited to the Participant's Plan Account.
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ARTICLE III
PURCHASE OF SHARES
3.1 Option Price
The Option Price per share of the Common Stock sold to Participants
hereunder shall be 85% of the Fair Market Value of such share on (i) in the case
of the Initial Offering, either the Initial Offering Date or the Exercise Date
of the Option Period, whichever is lower, or (ii) in all other cases, either the
Offering Date or the Exercise Date of the Option Period, whichever is lower, but
in no event shall the Option Price per share be less than the par value of the
Common Stock.
3.2 Purchase of Shares
On each Exercise Date, the amount in a Participant's Plan Account
shall be charged with the aggregate Option Price of the largest number of whole
shares of Common Stock which can be purchased with said amount. The balance, if
any, in such Plan Account shall be carried forward to the next succeeding
Offering Period, unless the Participant has elected to withdraw from the Plan
pursuant to Section 5.1 hereof.
3.3 Limitations on Purchase
The Fair Market Value (determined on the Offering Date or the Initial
Offering Date, as the case may be) of the number of shares of Common Stock that
may be purchased under the Plan by a Participant in any calendar year shall not
exceed $25,000.
3.4 Transferability of Rights
Rights to purchase shares of Common Stock hereunder shall not be
transferable otherwise than by will or the laws of descent and distribution, and
may be exercised during the Participant's lifetime only by the Participant.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
4.1 Common Stock Reserved
There shall be 600,000 authorized and unissued shares of Common
Stock, reissued treasury shares of Common Stock, or shares of Common Stock
otherwise acquired by the Corporation, reserved for the Plan, subject to
adjustment in accordance with Section 4.2 hereof. The aggregate number of shares
which may be purchased under the Plan shall not exceed the number of shares
reserved for the Plan.
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4.2 Adjustment for Changes in Common Stock
In the event that adjustments are made in the number of outstanding
shares of Common Stock or the shares are exchanged for a different class of
stock of the Corporation or for shares of stock of any other corporation by
reason of merger, consolidation, stock dividend, stock split or otherwise, the
Committee may make appropriate adjustments in (i) the number and class of shares
or other securities that may be reserved for purchase hereunder, and (ii) the
Option Price. All such adjustments shall be made in the sole discretion of the
Committee, and its decision shall be binding and conclusive.
4.3 Insufficient Shares
If the aggregate funds available for the purchase of Common Stock on
any Exercise Date would cause an issuance of shares in excess of the number
provided for in Section 4.1 hereof, (i) the Committee shall proportionately
reduce the number of shares that would otherwise be purchased by each
Participant in order to eliminate such excess, and (ii) the Plan shall
automatically terminate immediately after such Exercise Date.
4.4 Confirmation
Each purchase of Common Stock hereunder shall be confirmed in writing
to the Participant. A record of purchases shall be maintained by appropriate
entries on the books of the Corporation. Except as provided in Article VI with
respect to Covered Officers, Participants may obtain a certificate or
certificates for all or part of the shares of Common Stock purchased hereunder
by requesting same in writing.
4.5 Rights as Shareholders
The shares of Common Stock purchased by a Participant on an Exercise
Date shall, for all purposes, be deemed to have been issued and sold at the
close of business on such Exercise Date. Prior to that time, none of the rights
or privileges of a stockholder of the Corporation shall exist with respect to
such shares.
ARTICLE V
TERMINATION OF PARTICIPATION
5.1 Voluntary Withdrawal
A Participant may withdraw from the Plan at any time by filing notice
of withdrawal prior to the close of business on an Exercise Date. Upon
withdrawal, the entire amount, if any, in a Participant's Plan Account shall be
refunded to him or her, unless the Participant elects in such notice of
withdrawal to have such amount used to purchase whole shares of Common Stock
pursuant to Section 3.2 hereof on said Exercise Date, and have any remaining
balance refunded. Except as provided in Article VI with respect to Covered
Officers, any Participant who withdraws from the Plan may again become a
Participant in accordance with Section 2.1 hereof.
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5.2 Termination of Eligibility
If a Participant retires, he or she may elect to (i) withdraw the
entire amount, if any, in his or her Plan Account, or (ii) have the amount used
to purchase whole shares of Common Stock pursuant to Section 3.2 hereof on the
next succeeding Exercise Date, and have any remaining balance refunded.
If a Participant ceases to be eligible under Section 2.1 hereof for
any reason other than retirement, the dollar amount in such Participant's Plan
Account will be refunded and, except as provided in Article VI with respect to
Covered Officers, the number of unissued shares in such Participant's Plan
Account will be distributed to the Participant or his or her designated
beneficiary or estate.
ARTICLE VI
SPECIAL RULES FOR COVERED OFFICERS
6.1 Withdrawal From Plan
Unless permitted by the Committee, if a Participant who is a Covered
Officer withdraws from the Plan (i.e., ceases participation), he or she will not
again be eligible to participate in the Plan until the expiration of six months
from the effective date of the notice of withdrawal. In the event of such
withdrawal, the entire amount, if any, in the Participant's Plan Account shall
be refunded to him or her, unless the Participant elects in the notice of
withdrawal to purchase shares of Common Stock at the end of the Option Period
and have the balance, if any, in the Participant's Plan Account refunded (in
such case, the effective date of the notice of withdrawal will be the Exercise
Date).
6.2 Obtaining Certificates for Common Stock
Unless otherwise permitted by the Committee, a Participant who is a
Covered Officer shall not be permitted to receive a certificate or certificates
representing shares of Common Stock held in his or her Plan Account until the
expiration of six months from the Exercise Date on which the shares are
purchased. If such a Participant withdraws from the Plan (i.e., ceases
participation) or the Plan terminates, and the Participant has shares of Common
Stock in his or her Plan Account that have not been held for such six-month
period, no certificates for the shares will be issued to the Participant until
the end of that six-month period unless the Committee so permits. Unless
permitted by the Committee, if a Participant who is a Covered Officer wishes to
receive a certificate or certificates representing shares of Common Stock that
have been held in his or her Plan Account for at least six months, the
Participant also must withdraw from the Plan (i.e., cease participation) as of
the date the certificate or certificates are issued and will not again be
eligible to participate in the Plan until the expiration of six months from that
date.
6.3 Qualification under Code Section 423
Should any provision of this Article VI cause the Plan not to qualify
as an "employee stock purchase plan" within the meaning of Section 423 of the
Code, then such provision shall not be a requirement under the Plan and shall
instead be a guideline that each Participant who is a Covered Officer is urged
to follow in order to avoid possible liability to the Corporation pursuant to
Section 16(b) of the Exchange Act with respect to transactions under the Plan.
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ARTICLE VII
GENERAL PROVISIONS
7.1 Broad Based, Nondiscriminatory Plan
The Plan shall at all times be a broad based, nondiscriminatory plan
within the meaning of Rule 16b-3(d)(2)(i)(A) under the Exchange Act.
7.2 Notices
Any notice that a Participant files pursuant to the Plan shall be
made on forms prescribed by the Committee and, except with respect to a notice
of withdrawal that is intended to take effect after the purchase of shares of
Common Stock at the end of the Option Period (see Section 5.1 above), shall be
effective when received by Motient Benefits Administration.
7.3 Condition of Employment
Neither the creation of the Plan nor participation therein shall be
deemed to create any right of continued employment or in any way affect the
right of the Corporation or a Subsidiary to terminate an Employee.
7.4 Amendment of the Plan
The Board of Directors may at any time, or from time to time, amend
the Plan in any respect, except that, without approval of the stockholders, no
amendment may increase the aggregate number of shares reserved under the Plan
other than as provided in Section 4.2 hereof, materially increase the benefits
accruing to Participants, or modify the requirements as to eligibility for
participation in the Plan. Any amendment of the Plan must be made in accordance
with applicable provisions of the Code and/or any regulations issued thereunder.
7.5 Application of Funds
All funds received by the Corporation by reason of purchase of Common
Stock hereunder may be used for any corporate purpose.
7.6 Legal Restrictions
The Corporation shall not be obligated to sell shares of Common Stock
hereunder if counsel to the Corporation determines that such sale would violate
any applicable law or regulation.
7.7 Governing Law
The Plan and all rights and obligations thereunder shall be construed
and enforced in accordance with the laws of the State of Delaware.
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