<PAGE>
EXHIBIT 10.24
PEMSTAR INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. INTRODUCTION
Section 1.01 Purpose. The purpose of the Pemstar Inc. 2000 Employee
Stock Purchase Plan ("the Plan") is to provide employees of Pemstar, a Minnesota
corporation (the "Company"), with an opportunity to share in the ownership of
the Company by providing them with a convenient means for regular and systematic
purchases of the Company's Common Stock, $.01 par value, and thus, to develop a
stronger incentive to work for the continued success of the Company.
Section 1.02 Rules of Interpretation. It is intended that the Plan be
an "employee stock purchase plan" as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations
promulgated thereunder. Accordingly, the Plan shall be interpreted and
administered in a manner consistent therewith if so approved. All Participants
in the Plan will have the same rights and privileges consistent with the
provisions of the Plan.
Section 1.03 Definitions. For purposes of the Plan, the following terms
will have the meanings set forth below:
(a) "Acceleration Date" means the date of shareholder approval
or approval by the Company's Board of Directors, if shareholder
approval is not required, of (i) any consolidation or merger of the
Company in which the Company is not the continuing or surviving
corporations or pursuant to which Company Common Shares would be
converted into cash, securities or other property, other than a merger
of the Company in which shareholders of the Company immediately prior
to the merger have the same proportionate share ownership in the
surviving corporation immediately after the merger; (ii) any sale,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company;
or (iii) any plan of liquidation or dissolution of the Company.
(b) "Affiliate" means any subsidiary corporation of the
Company, as defined in Section 424 (f) of the Code, whether now or
hereafter acquired or established.
(c) "Committee" means the committee described in Section
10.01.
(d) "Company" means Pemstar Inc., a Minnesota corporation, any
subsidiary of the Company and any successors to the Company by merger
or consolidation as contemplated by Article XI herein.
(e) "Current Compensation" means all regular wage, salary and
commission payments paid by the Company to a Participate in accordance
with the terms of his or her employment, including bonus payments,
overtime pay and all other forms of special compensation.
(f) "Fair Market Value" as of a given date means such value of
the Common Shares which is equal to (i) the last sale price of the
Common Shares as reported on the Nasdaq National Market on such date,
if the Common Shares are then quoted on the Nasdaq National Market;
(ii) the average of the closing representative bid and asked prices of
the Common Shares as reported on the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") on such date, if the
Common Shares are then quoted on Nasdaq; or (ii) the closing price of
the Common Shares on such date on a national securities exchange, if
the Common Shares are then quoted on a national securities exchange. If
on a given date the Common Shares are not traded on
<PAGE>
an established securities market, the Committee shall make a good faith
attempt to satisfy the requirements of this Section 1.03(f) and in
connection herewith shall take such action as it deems necessary or
advisable.
(g) "Participant" means an Eligible Employee who is eligible
to participate in the Plan under Section 2.01 and who has elected to
participate in the Plan.
(h) "Participating Affiliate" means an Affiliate which has
been designated by the Committee in advance of the Purchase period in
question as a corporation whose Eligible Employees may participate in
the Plan
(i) "Eligible Employee" means an employee of the Company or a
Participating Affiliate who has completed 90 days of employment with
the Company as of the first day of a Purchase Period, including an
officer or director who is also an employee, but excluding employees
whose customary employment is less than an average of 20 hours per
week.
(j) "Plan" means the Pemstar Inc. 2000 Employee Stock Purchase
Plan, as the same may be amended, the provisions of which are set forth
herein.
(k) "Purchase Period" means a monthly period ending on the
last Friday of each month, or the next business day if such Friday is
not a business day.
(l) "Common Shares" means the Company's Common Stock, $.01 par
value, as such Shares may be adjusted for changes in the Shares or the
Company as contemplated by Article XI herein.
(m) "Share Purchase Account" means the account maintained on
the books and records of the Company recording the amount received from
each Participant through payroll deductions made under the Plan and
from the Company through matching contributions.
ARTICLE II. ELIGIBILITY AND PARTICIPATION
Section 2.01 Eligible Employees. All Eligible Employees shall be
eligible to participate in the Plan beginning on the first day of the first
Purchase Period to commence after such person becomes an Eligible Employee.
Subject to the provisions of Article VI, each such employee will continue to be
eligible to participate in the Plan so long as he or she remains an Eligible
Employee.
Section 2.02 Election to Participate. An Eligible Employee may elect to
participate in the Plan for a given Purchase Period by filing with the Company,
in advance of the Purchase Period and in accordance with such terms and
conditions as the Committee in its sole discretion may impose, a form provided
by the Company for such purpose (which authorizes regular payroll deductions
from Current Compensation beginning with the first payday in the Purchase period
and continuing until the employee withdraws from the Plan or ceases to be
eligible to participate in the Plan.)
Section 2.03 Limits on Shares Purchase. No employee shall be granted
any right to purchase Common Shares hereunder if such employee, immediately
after such a right to purchase is granted, would own, directly or indirectly,
within the meaning of Section 423(b)(3) and Section 424(d) of the Code, Common
Shares possessing 5% or more of the total combined voting power or value of all
the classes of the capital shares of the Company or of all Affiliates.
Section 2.04 Voluntary Participation. Participation in the Plan on the
part of a Participant is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle a Participant to be
retained as an employee.
2
<PAGE>
ARTICLE III. PAYROLL DEDUCTIONS, COMPANY
CONTRIBUTIONS AND SHARE PURCHASE ACCOUNT
Section 3.01 Deduction from Pay. The form described in Section 2.02
will permit a Participant to elect payroll deductions of not less than 3% and
not more than 10% of such Participant's Current Compensation for each pay
period, subject to such other limitations as the Committee in its sole
discretion may impose.
Section 3.02 Interest. No interest will be paid with respect to
contributions to a Participant's Share Purchase Account.
Section 3.03 Credit to Account. Payroll deductions will be credited to
the Participant's Share Purchase Account on each payday.
Section 3.04 Nature of Account. The Share Purchase Account is
established solely for accounting purposes, and all amounts credited to the
Share Purchase Account will remain part of the general assets of the Company or
the Participating Affiliate (as the case may be).
Section 3.05 No Additional Contributions. A Participant may not make
any payment into the Share Purchase Account other than the payroll deductions
made pursuant to the Plan and may not change the level of participation during
any Purchase Period except that an employee who is on an approved leave of
absence may make cash payments to the Company in lieu of payroll deductions to
the extent necessary to maintain such Participant's participation at the level
of participation elected at the beginning of each Purchase Period.
ARTICLE IV. RIGHT TO PURCHASE SHARES
Section 4.01 Number of Shares. Each Participant will have the right to
purchase on the last business day of the Purchase Period all, but not less than
all, of the largest number of whole or fractional Common Shares that can be
purchased at the price specified in Section 4.02 with the entire credit balance
in the Participant's Share Purchase Account, subject to the limitations that:
(a) in accordance with Section 423 of the Code, no more than
10,000 Common Shares may be purchased under the Plan by any one
Participant for a given Purchase Period; and
(b) in accordance with Section 423(b)(8) of the Code, no more
than $25,000 in Fair Market Value (determined at the beginning of each
Purchase Period) of Common Shares and other shares may be purchased
under the Plan and all other employee share purchase plans (if any) of
the Company and the Affiliates by any one Participant for any calendar
year.
Section 4.02 Purchase Price. The purchase price for any Purchase Period
shall be 85% of the Fair Market Value of the Common Shares on the last business
day of each Purchase Period, in each case rounded up to the next higher full
cent.
ARTICLE V. EXERCISE OF RIGHT
Section 5.01 Purchase of Shares. On the last business day of a Purchase
Period, the entire credit balance in each Participant's Share Purchase Account
will be used to purchase the largest number of whole or fractional Common Shares
purchasable with such amount ( subject to the limitations of Section 4.01),
unless the Participant has filed with the Company, in advance of that date and
subject to such terms and conditions as the Committee in its sole discretion may
impose, a form provided by the Company which requests the distribution of the
entire credit balance in cash.
3
<PAGE>
Section 5.02 Notice of Acceleration Date. The Company shall use its
best efforts to notify each Participant in writing at least ten days prior to
any Acceleration Date that the then current Purchase Period will end on such
Acceleration Date.
ARTICLE VI. WITHDRAWAL FROM PLAN: SALE OF SHARES
Section 6.01 Voluntary Withdrawal. A Participant may, in accordance
with such terms and conditions as the Committee in its sole discretion may
impose, withdraw from the Plan and cease making payroll deductions by filing
with the Company a form provided for this purpose. In such event, the entire
credit balance in the Participant's Share Purchase Account will be paid to the
Participant in cash within 30 days. A Participant who withdraws from the Plan
will not be eligible to reenter the Plan until the beginning of the next
Purchase Period following the date of such withdrawal.
Section 6.02 Death. Subject to such terms and conditions as the
Committee in its sole discretion may impose, upon the death of a Participant, no
further amounts shall be credited to the Participant's Share Purchase Account.
Thereafter, on the last business day of the Purchase Period during which such
Participant's death occurred and in accordance with Section 5.01, the entire
credit balance in such Participant's estate will be used to purchase Common
Shares, unless such participant has filed with the Company, in advance of that
day and subject to such terms and conditions as the Committee in its sole
discretion may impose, a form provided by the Company which elects to have the
entire credit balance in such Participant's Share Purchase Account distributed
in cash with 30 days after the end of the Purchase Period or at such earlier
time as the Committee in its sole discretion may decide. Each Participant,
however, may designate one or more beneficiaries who, upon death, are to receive
the Common Shares or the amount that otherwise would have been distributed or
paid to the Participant's estate and may change or revoke any such designation
from time to time. No such designation, change or revocation will be effective
unless made by the Participant in writing and filed with the Company during the
Participant's lifetime. Unless the Participant has otherwise specified the
beneficiary designation, the beneficiary or beneficiaries so designated will
become fixed as of the date of the death of the Participant so that, if a
beneficiary survives the Participant but dies before the receipt of the payment
due such beneficiary, the payment will be made to such beneficiary's estate.
Section 6.03 Termination of Employment.
(a) Subject to such terms and conditions as the Committee in
its sole discretion may impose, upon a Participant's normal or early
retirement with the consent of the Company under any pension or
retirement plan of the Company or Participating Affiliate, no further
amounts shall be credited to the Participant's Share Purchase Account.
Therefore, on the last business day of the Purchase Period during which
such Participant's approved retirement occurred and in accordance with
Section 5.01, the entire credit balance in such Participant's Share
Purchase Account will be used to purchase Common Shares, unless such
Participant has filed with the Company, in advance of that day and
subject to such terms and conditions as the Committee in its sole
discretion may impose, a form provided by the Company which elects to
receive the entire credit balance in such Participant's Share Purchase
Account in cash within 30 days after the end of the Purchase Period,
provided that such Participant shall have no right to purchase Common
Shares in the event that the last day of such a Purchase Period occurs
more than one month following the termination of such Participant's
employment with the Company by reason of such an approved retirement.
(b) In the event of any other termination of employment (other
that death) with the Company or a Participating Affiliate,
participation in the Plan will cease on the date the Participant ceases
to be an Eligible Employee for any reason. In such event, the entire
credit balance in such Participant's Share Purchase Account will be
paid to the Participant in cash within 30 days. For purposes of this
Section 6.03, a transfer of employment to any Affiliate, or a leave of
absence which has been approved by the Committee, will not be deemed a
termination of employment as an Eligible Employee.
4
<PAGE>
ARTICLE VII. NONTRASFERABILITY
Section 7.01 Nontransferable Right to Purchase. The right to purchase
Common Shares hereunder may not be assigned, transferred, pledged or
hypothecated (whether by operation of law or otherwise), except as provided in
Section 6.02, and will not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition or levy of attachment or similar process upon the right to purchase
will be null and void and without effect.
Section 7.02 Nontransferable Account. Except as provided in Section
6.02, the amounts credited to a Share Purchase Account may not be assigned,
transferred, pledged or hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.
ARTICLE VIII. SHARE CERTIFICATES
Section 8.01 Issuance of Purchased Shares. Promptly after the last day
of each Purchase Period and subject to such terms and conditions as the
Committee in its sole discretion may impose, the Company will cause the Common
Shares then purchased pursuant to Section 5.01 to be issued to or for the
benefit of the Participant and held in the Plan pursuant to Section 8.05.
Section 8.02 Securities Laws. The Company shall not be required to
issue or deliver any certificate representing Common Shares prior to
registration under the Securities Act of 1933, as amended, or registration or
qualification under any state law if such registration is required. The Company
shall use its best efforts to accomplish such registration (if and to the extent
required) not later than a reasonable time following the Purchase Period, and
delivery of certificates may be deferred until such registration is
accomplished.
Section 8.03 Completion of Purchase. A Participant shall have no
interest in the Common Shares purchased until a certificate representing the
same is issued to or for the benefit of the Participant.
Section 8.04 Form of Ownership. The certificates representing Common
Shares issued under the Plan will be registered in the name of the Participant.
Section 8.05 Delivery. Subject to such terms and conditions as the
Committee in its sole discretion may impose, by filing a form provided by the
Company for such purpose, a Participant may elect to have the Company cause to
be delivered to or for the benefit of the Participant, a certificate for the
number of whole Common Shares purchased pursuant to Section 5.01, and cash for
the number of fractional Common Shares. The election notice will be processed as
soon as practicable following receipt.
ARTICLE IX. EFFECTIVE DATE, AMENDMENT AND
TERMINATION OF PLAN
Section 9.01 Effective Date. The Plan was approved by the Board of
Directors and shall be approved by the shareholders of the Company within twelve
(months) thereof. In the event that the Plan is not so approved by the
shareholders of the Company, for any reason, it shall then be of no force or
effect whatsoever, and no Common Shares shall be purchased hereunder and any and
all amounts credited to a Participant's Share Purchase Account for any Purchase
Period which commences prior to such shareholder approval shall be returned.
5
<PAGE>
Section 9.02 Plan Commencement. The initial Purchase Period under the
Plan will commence on the first day of the first Purchase Period designated by
the Committee, provided, however, that the first Purchase Period shall not
commence prior to August 1, 2000.
Section 9.03 Powers of Board. The Board of Directors may amend or
discontinue the Plan at any time. No amendment or discontinuation of the Plan,
however, shall without shareholder approval be made that: (I) absent such
shareholder approval, would cause Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the "Act") to become unavailable with respect to the Plan,
(ii) requires shareholder approval under any rules or regulations of the
national Association of Securities Dealers, Inc. or any securities exchange that
are applicable to the Company, or (iii) permit the issuance of Common Shares
before payment therefor in full.
Section 9.04 Automatic Termination. The Plan shall automatically
terminate when all of the Common Shares provided for in Section 10.03 have been
sold.
ARTICLE X. ADMINISTRATION
Section 10.01 The Committee. The Plan shall be administrated by a
committee (the "Committee") o f two or more directors of the Company, none of
whom shall be officers or employees of the Company and all of whom shall be
"disinterested persons" with respect to the Plan within the meaning of Rule
16b-3 under the Act. The members of the Committee shall be appointed by and
serve at the pleasure of the Board of Directors.
Section 10.02 Powers of Committee. Subject to the provisions of the
Plan, the Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order to
be effective, and to adopt such other rules and regulations for administering
the Plan as it may deem appropriate. The Committee shall have full and complete
authority to determine whether all or any part of the Common Shares acquired
pursuant to the Plan shall be subject to restrictions on the transferability
thereof any other restrictions affecting in any manner a Participant's rights
with respect thereto but any such restrictions shall be contained in the form by
which a Participant elects to participate in the Plan pursuant to Section 2.02.
Decisions of the Committee will be final and binding on all parties who have an
interest in the Plan.
Section 10.03 Shares to be Sold. The Common Shares to be issued and
sold under the Plan shall be authorized but unissued shares. Except as provided
in Section 11.01, the aggregate number of Common Shares to be sold under the
Plan will not exceed 500,000 shares.
Section 10.04 Notices. Notices to the Committee should be addressed as
follows:
Pemstar Inc.
3535 Technology Drive NW
Rochester, Minnesota 55901
ARTICLE XI. ADJUSTMENT FOR CHANGES
IN SHARES OR COMPANY
Section 11.01 Share Dividend or Reclassification. If the outstanding
Common Shares are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, share dividend, share split, amendment to the Company's
Articles of Incorporation, reverse share split or otherwise, other than by a
sale of Common Stock by the Company, an appropriate adjustment shall be made in
the maximum numbers and kind of securities to be purchased under the Plan with a
corresponding adjustment in the purchase price to be paid therefor.
6
<PAGE>
Section 11.02 Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.
ARTICLE XII. APPLICABLE LAW
Rights to purchase Common Shares granted under the Plan shall be
construed and shall take effect in accordance with the laws of the State of
Minnesota.
7
