200209214 - Laserfiche WebLink

Browse

200209214 (d) Prior to the Effective, Tome, the Company shall eager into such amendments as may be necessary a appropriate m the Company's 1999 Employee Stock Purchase Plan (the "ESPP") such this, alter giving effect to such smmdmeaM the ESPP shall provide that (i) each participant thereunder shall have the option to elm that. with respect to such participant as of February 5. 2001. the Offering Period (as defined in the ESPP) then in ptopos under the ESpp shall terminate (each participant --king such eectiwm, a "Electing Participant ") and (u) with respect to each participant thereunder other than an Electing Participants (each, a "Non - Betting patecipam "7, the Offering Period then in pmpeas under the ESPP shall terminate on April 30.2001. The Company shag notify each Meeting Participant in the ESPP in writing of the New Exercise Date (a defined in the ESpp) fa web Ot%ring Period applicable to all Electing Participants. AB Shares purchased wider the ESPP by my Elston participant and outstanding a of the Effective Time shall be trained under this Article 3 in the same manner a other Shares outstanding as of the Ef a tivw Tome. With respect to each Eectiog Participant the Offering Period ending a of February 5.2001 shall be the final Offering Period under the ESpP and a of the Effective Time each Eking participants shah cove to have my rights under the ESPP. At or immediately prior to the Effective Time, subject to the immediately preceding semewe- (1) Parent slWl assume the obligations of the Company under the ESPP wish respect to all Nou -Hating Participants and (2) the right of each Noo-Hectkg Pattcipam to purchase Sharer thereunder at the end of the Offering Period then in progress with respect to Nan - Elating Participants shall be deemed m commum the right to purchase a number of sham of Paean Stock equal to the dollar Iran= of omohnnous made by such Non - Meeting Participant pmmam to the ESpp divided by the Weer of (x) 85% of the Fair Market Value (a deftiod in the ESPP) of Shares on November 1. 2M, divided by the Midrange Ratio, and (y) 85% of the Fair Market Value (determined by refntmce to Paint Stock) of Parent Stock on April 30, 2001. with respect to each Non - Electing participant, the Offering Period ending as April 30. 2001 slWl be the A" Offering Period under tie ESPP. On and as of April 30, 2001. the ESPP shall be misstated. Seefines 3.06. A4utmao. If, during the Pared between the than of this Agreement and the F2@ctive Tome, my change in the omwmdimg sham of capital stock of Company or parent shall occur, including by reason of my maiassificadon. recapitalization, stock split C=hx ing a reverse split) or combussom exchange m nnuipsonem of shares, or my stock dividend or diamltutiaa thereon with a record due during such Period. the Merger Consideration and any cants amounts payable pursuant m this Agreement shall be appropriately sdjwaed Snntmtn 307. Fnariahnf Shares Notwithstanding my other provision of this AgreemmL m fractional sham of Pathan[ Suck will be iomd and army holder of Shares enbdw to naive a fractioml sham of Poem Stock ban for this Section shall be entitled to receive a tai Payment in bleu thaeof, which payment shall represent such holder's proportionate human in the net proceeds from the sale by the Exchange Agent on behalf of such holder of the aggregate fractional shim of Poem Stock that such holder otherwise would be entitled m restive. Any such sale ahan be made by the E :change Agent within five Business Days alter the date upon which the Certificate (or affidavits) of lose m tin theraO the would orhetwise result in the issuance of such fiam and shoes of Patent Stock have been mewed by the Exchange Ageu- SwisoN 3.08. Afddmldirg Rfghar. Each of the Surviving Corporation and Parent span be em ided to tied= ad withhold bum the consideration otherwise Payalde to any Ponta pheemnt to this Article such amounts as a as required to deduct and withhold with respect to the making of Such InYmms under any Pro11°on of federal, sum, local or foreign tax law. If the Surviving Cmrpmam or Pasant s the ease my bar so withholds Amounts. such amounts shag be neared for an purposes of Ibis. Agreement a having been Paid to the holder of the Shares in respect of which the swAvimg Corporation a Paint a the use my be, made such deduction and withholding. Secnow 3.09. Lori Cerrihcanes. if any Canficm shalt have been lost, atolm a destroyed. upon the mating of an affidavit of the fact by the person clefmang such Cenix.ain m be lout swim or destroyed ad, if required by the Surviving Corpor nism the posting by rich Poem of a bored, in such meson" mount 1113 customarily required by Point and the Exchange Agog as indemnity ugu a any clams that may be Made A -10