EXHIBIT 10.3
THE HUB GROUP LIMITED
EMPLOYEE SHARE PURCHASE PLAN
JANUARY, 1999
TABLE OF CONTENTS
ARTICLE 1.
INTERPRETATION, PURPOSE, ETC.
1.1. Definitions............................................................................................ 1
1.2. Introduction and Purpose............................................................................... 2
1.3. Reserved Shares........................................................................................ 2
1.4. Governing Law.......................................................................................... 2
ARTICLE 2.
SHARE PURCHASE PLAN
2.1. Participation.......................................................................................... 3
2.1.1. Eligibility............................................................................... 3
2.1.2. Enrolment................................................................................. 3
2.1.3. Registered Retirement Savings Plan........................................................ 3
2.2. Employee Contributions................................................................................. 3
2.2.1. Employee Contributions.................................................................... 3
2.2.2. Changes, Termination and Re-Enrolment..................................................... 4
2.3. Administration......................................................................................... 4
2.3.1. The Plan Managers......................................................................... 4
2.3.2. The Administrator......................................................................... 4
2.3.3. Costs and Expenses........................................................................ 4
2.4. Investment............................................................................................. 5
2.4.1. Remittance and Holding of Employee Contributions.......................................... 5
2.4.2. Purchase of Shares using Employee Contributions........................................... 5
2.4.3. Reinvestment of Dividends................................................................. 5
2.4.4. Reporting of Account Activities........................................................... 5
2.4.5. Purchases on the Open Market.............................................................. 5
2.5. Distribution of Shares................................................................................. 6
2.5.1. Ownership and Voting of Purchased Shares.................................................. 6
2.5.2. Delivery of Certificates.................................................................. 6
2.6. Withdrawal From the Plan............................................................................... 6
2.6.1. Voluntary Withdrawal from the Plan........................................................ 6
2.6.2. Withdrawal Upon Termination, Death or Disability.......................................... 7
ARTICLE 3.
GENERAL
3.1. Amendment or Termination............................................................................... 7
3.2. Capital Adjustments.................................................................................... 8
3.3. Compliance with Legislation............................................................................ 8
3.4. Fractional Shares...................................................................................... 8
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3.5. Market Fluctuation................................................................................... 8
3.6. Income Taxes......................................................................................... 9
3.7. Assignment of Interest............................................................................... 9
3.8. Trading on Undisclosed Information................................................................... 9
ARTICLE 1.
INTERPRETATION, PURPOSE, ETC.
1.1. DEFINITIONS
In this Plan, the following words and phrases have, unless otherwise
indicated, the following meanings:
(a) "ACCRUED EMPLOYEE CONTRIBUTIONS" on a Share Purchase Date means
the aggregate of Employee Contributions remitted to the
Administrator from but excluding the previous Share Purchase Date
to and including that Share Purchase Date.
(b) "ADMINISTRATOR" has the meaning given to that term in section
2.3.2.
(c) "BROKER" means a registered broker or dealer selected by the
Administrator in its sole discretion.
(d) "CONSULTANT" means (i) an individual (including an individual
whose services are contracted for through a corporation) or (ii) a
corporation, in either case, designated by the Plan Managers and
with whom the Employer has a contract for substantial ongoing
services.
(e) "ELIGIBLE EMPLOYEE" has the meaning given to that term in section
2.1.1.
(f) "EMPLOYEE CONTRIBUTION" has the meaning given to that term in
section 2.2.1.
(g) "EMPLOYEE REMITTANCE" has the meaning given to that term in
section 2.2.1.
(h) "EMPLOYER" means The Hub Group Limited.
(i) "ENROLMENT DATE" has the meaning given to that term in section
2.1.
(j) "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan.
(k) "PLAN" means the Employer's employee share purchase plan, as
amended from time to time.
(l) "PLAN MANAGERS" has the meaning given to that term in section
2.3.1.
(m) "PURCHASE PRICE" on a certain date means (i) with respect to
purchases on a Share Purchase Date from treasury, an amount equal
to the weighted average trading prices of the Shares on The
Toronto Stock Exchange for the five (5) trading days prior to that
date, (ii) with respect to purchases on a Share Purchase Date on
the open market, an amount equal to the weighted average price of
the open market purchases of the Shares with respect to that date,
as effected in accordance with section 2.4.5 and (iii) with
respect to purchases using cash dividends on a
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Reinvestment Date in accordance with section 2.4.3, an amount
equal to the weighted average price of the open market purchases
of the Shares with respect to that date, as effected in accordance
with section 2.4.5; provided that, (i) in the event that the
Shares are not listed on The Toronto Stock Exchange but are listed
on some other exchange, references to The Toronto Stock Exchange
shall be deemed to be references to such other exchange as
designated by the board of directors of Employer, and (ii) if the
Shares are not listed on any exchange, the board of directors of
Employer shall determine the Purchase Price, acting reasonably.
(n) "PURCHASED SHARES" means Shares that have been actually purchased
in the name of the Participant pursuant to sections 2.4.2 and
2.4.3.
(o) "REINVESTMENT DATE" has the meaning given to that term in section
2.4.3.
(p) "RRSP" has the meaning given to that term in section 2.1.3.
(q) "SHARE PURCHASE DATE" has the meaning given to that term in
section 2.4.2.
(r) "SHARES" means the common shares of the Employer.
(s) "SUBSIDIARY" has the meaning given to that term in the Securities
Act (Ontario), as amended from time to time.
1.2. INTRODUCTION AND PURPOSE
The purpose of the Plan is to make available to Eligible Employees of the
Employer and its Subsidiaries a means of purchasing the Employer's Shares, to
more closely align their interests with the performance of the Employer and to
encourage Eligible Employees to remain with the Employer and its Subsidiaries on
a long-term basis.
Participation in the Plan by any Eligible Employee is voluntary and the
Employer is not making any recommendation to its employees as to whether they
should or should not participate.
1.3. RESERVED SHARES
The maximum number of Shares that are reserved for issuance from treasury
under the Plan is 1,000,000 Shares.
1.4. GOVERNING LAW
This Plan is to be governed by and interpreted in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
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ARTICLE 2.
SHARE PURCHASE PLAN
2.1. PARTICIPATION
2.1.1. ELIGIBILITY
All full-time employees or Consultants who have completed three months
continuous service with the Employer or any Subsidiary are eligible to
participate in the Plan (an "ELIGIBLE EMPLOYEE").
2.1.2. ENROLMENT
Eligible Employees may elect to enrol as Participants in the Plan as of
the first day of any month in which they are eligible (an "ENROLMENT
DATE") by signing and delivering to the Employer, at least 30 days
prior to any Enrolment Date, appropriate forms provided by the
Employer.
2.1.3. REGISTERED RETIREMENT SAVINGS PLAN
An Eligible Employee may elect on the enrolment form to have Shares
purchased pursuant to this Plan be registered as part of a registered
retirement savings plan ("RRSP") of which the Eligible Employee is the
sole annuitant. If this election is made, all references in this Plan
to a Participant will be deemed to include that registered retirement
savings plan.
By giving the Employer a written request and subject to the Participant
completing any required forms and fulfilling any other requirements, a
Participant may request (i) that all or a portion of Purchased Shares
previously acquired pursuant to this Plan and held outside of an RRSP
be registered as part of an RRSP or (ii) that all or a portion of
Purchased Shares previously acquired pursuant to this Plan and held in
an RRSP be removed from that RRSP.
2.2. EMPLOYEE CONTRIBUTIONS
2.2.1. EMPLOYEE CONTRIBUTIONS
Participants may contribute for investment under the Plan, an amount
which is not more than ten (10%) per cent (or such greater amount as
approved by the Plan Managers) of their regular gross salary, excluding
bonuses, deferred compensation or any special incentive compensation
payments (an "EMPLOYEE CONTRIBUTION"). For each Eligible Employee who
is compensated on an alternative basis (e.g., commissions), the Plan
Managers will determine an amount which will be deemed to constitute
that Eligible Employee's "regular gross salary".
A Participant may elect to make the Employee Contribution by way of
payment from that Participant, through payroll deductions or in such
other manner as is acceptable to the Plan Managers (an "EMPLOYEE
REMITTANCE"). If a Participant's regular salary changes,
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any payroll deduction previously requested will not be changed unless
and until the Participant requests a change.
2.2.2. CHANGES, TERMINATION AND RE-ENROLMENT
By giving the Employer a written request at least 30 days in advance of
any Enrolment Date, a Participant may change the designated amount of
Employee Remittance as of that Enrolment Date. Employee Remittances may
be terminated at any time, effective as soon as practicable after the
participant's written request is received by the Employer. After
termination, an Eligible Employee may elect to re-enrol in the Plan.
However, a new Employee Remittance authorization on re-enrolment in the
Plan shall not become effective prior to the Enrolment Date next
following the six-month period beginning with the effective date of the
termination. In the event a Participant changes the designated amount
of Employee Remittance or re-enrols after termination, no additional
change shall be made within the three month period following the
effective date of such change or within a three month period following
the effective date of any re-enrolment in the plan.
2.3. ADMINISTRATION
2.3.1. THE PLAN MANAGERS
The Plan is managed by the board of directors of Employer or a
committee of the board or an officer of the Employer duly appointed for
this purpose by the board (the "PLAN MANAGERS"). The Plan Managers are
empowered to make and enforce rules with respect to the administration
of the Plan, to interpret the Plan, to resolve any ambiguities and to
decide questions of eligibility to participate. The Plan Managers may
appoint an individual and delegate to that person certain duties and
powers of the Plan Managers. This individual does not have any fixed
term and may be removed at any time by the Plan Managers. The
individual may participate in the Plan, if otherwise eligible.
2.3.2. THE ADMINISTRATOR
The Employer has designated a trust company (the "ADMINISTRATOR") to
administer the Plan in accordance with its terms. The Administrator
will open and maintain separate accounts in the names of each of the
Participants and arrange purchases of the Shares. The Administrator
will hold all Purchased Shares acquired in respect of a Participant as
trustee on behalf and for the benefit of that Participant. The Employer
may, in its discretion, substitute another entity as Administrator
under the Plan and the Administrator may terminate its services,
provided such substitution or termination, as the case may be, shall be
on 60 days notice given by the party effecting the action. The current
Administrator is The Royal Trust Corporation of Canada.
2.3.3. COSTS AND EXPENSES
The Employer pays all administration expenses in connection with the
operation of the Plan, including, without limitation, all commissions
for purchases of the Shares. Commissions and other charges in
connection with sales, withdrawals and share certificate issuing fees,
including all taxes payable on the issuance or disposition of Shares,
are payable by the Participants who order the transactions for their
account.
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2.4. INVESTMENT
2.4.1. REMITTANCE AND HOLDING OF EMPLOYEE CONTRIBUTIONS
Employee Contributions will be held by the Employer and remitted by the
Employer to the Administrator immediately prior to each Share Purchase
Date. All Employee Contributions held by the Employer prior to a Share
Purchase Date will be held with a Canadian chartered bank and any
interest earned thereon will be used by the Employer to offset costs
associated with maintaining the Plan.
2.4.2. PURCHASE OF SHARES USING EMPLOYEE CONTRIBUTIONS
All Employee Contributions are to be invested in Shares. On the first
trading day of each month or as soon thereafter as is practicable (a
"SHARE PURCHASE DATE"), the Administrator will purchase on behalf of
the Participant as many Shares at the Purchase Price as can be
purchased using that Participant's Accrued Employee Contributions.
Shares will be purchased at the Purchase Price from treasury or, at the
Employer's option, on the open market in accordance with section 2.4.5.
2.4.3. REINVESTMENT OF DIVIDENDS
All cash dividends received on Purchased Shares shall be reinvested in
Shares on the Share Purchase Date following the dividend payment date
(the "REINVESTMENT DATE").
The Administrator will apply all cash dividends received by the
Administrator on Purchased Shares of a Participant to purchase on
behalf of the Participant on the open market in accordance with section
2.4.5 as many Shares at the Purchase Price as can be purchased using
the cash dividends received. All other distributions to holders of
Shares including, without limitation, all other securities, property or
rights, will be distributed to a Participant in such a manner as the
Plan Managers, in their sole discretion, deem appropriate.
2.4.4. REPORTING OF ACCOUNT ACTIVITIES
Each Participant receives quarterly confirmation from the Administrator
reflecting all changes in the amount of Purchased Shares owned by the
Participant.
2.4.5. PURCHASES ON THE OPEN MARKET
If the Administrator receives notice from the Employer 14 days prior to
a Share Purchase Date, some or all of the purchases using Employee
Contributions may be made on the open market. All purchases using cash
dividends as described in section 2.4.3 shall be made on the open
market. The Administrator will arrange for purchases in respect of the
Share Purchase Date and/or Reinvestment Date using Brokers at dates and
times selected in the Administrator's sole discretion provided that (i)
purchases using all Accrued Employee Contributions available for a
given Share Purchase Date and/or purchases using all cash dividends
will be completed as soon as practicable after the Share Purchase Date
and/or Reinvestment Date, and (ii) purchases will be effected through
the facilities
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of The Toronto Stock Exchange or such other Canadian market upon which
the Shares are listed and posted for trading from time to time.
2.5. DISTRIBUTION OF SHARES
2.5.1. OWNERSHIP AND VOTING OF PURCHASED SHARES
Participants acquire full beneficial ownership of all Purchased Shares
as of the date of the purchase. Notwithstanding any other provision of
this agreement, no fractional Share certificates will be issued.
Whole Shares allocated to a Participant's account will be voted by the
Administrator in accordance with the directions, if any, of the
Participant and if no direction has been received will not be voted.
2.5.2. DELIVERY OF CERTIFICATES
All Purchased Shares are registered in the name of the Administrator
and held in trust by the Administrator on behalf and for the benefit of
the Participants. By giving the Employer thirty (30) days advance
written notice, a Participant may request that the Administrator
deliver to that Participant a certificate registered in the name of the
Participant in respect of any or all of the Purchased Shares.
2.6. WITHDRAWAL FROM THE PLAN
2.6.1. VOLUNTARY WITHDRAWAL FROM THE PLAN
Participants may withdraw from the Plan at any time by cancelling their
Employee Remittance authorizations. The Participant may either request
that:
(a) in the case of Purchased Shares not held in an RRSP, (i) the
full Purchased Shares in the account be transferred to another
account maintained by that Participant, (ii) a certificate
representing the full Purchased Shares in the account be
delivered to the Participant or (iii) all full Purchased
Shares and any fractional interest in Shares in the
Participant's account be sold and the net proceeds be remitted
to the Participant; and
(b) in the case of Purchased Shares held in an RRSP, (i) the full
Purchased Shares in the account be transferred to another RRSP
account maintained for that Participant, (ii) all full
Purchased Shares and any fractional interest in Shares in the
Participant's account be sold and the net proceeds remitted to
another RRSP account maintained for that Participant or (iii)
all full Purchased Shares and any fractional interest in
Shares in the Participant's account be sold and the net
proceeds (less any deductions in respect of taxes) be remitted
to the Participant.
The Participant may not thereafter re-enrol in the Plan prior to the
Enrolment Date next following a period of six months commencing with
the date of such cancellation.
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2.6.2. WITHDRAWAL UPON TERMINATION, DEATH OR DISABILITY
Upon the death, disability or termination of employment of a
Participant, that Participant will be deemed to have withdrawn from the
Plan as of the date of death, disability or termination. The
Participant (or the Participant's authorized representatives) may
either request that
(a) in the case of Purchased Shares not held in an RRSP, (i) the
full Purchased Shares in the account be transferred to another
account maintained by that Participant or for the benefit of
the Participant's estate, (ii) a certificate representing the
whole Purchased Shares in the account be delivered to the
Participant or the Participant's authorized representatives or
(iii) all whole Purchased Shares and any fractional interest
in Shares in the Participant's account be sold and the net
proceeds be remitted to the Participant or the Participant's
authorized representatives; and
(b) in the case of Purchased Shares held in an RRSP, (i) the full
Purchased Shares in the account be transferred to another RRSP
account maintained for that Participant, (ii) whole full
Purchased Shares and any fractional interest in Shares in the
Participant's account be sold and the net proceeds remitted to
another RRSP account maintained for that Participant or (iii)
whole full Purchased Shares and any fractional interest in
Shares in the Participant's account be sold and the net
proceeds (less any deductions in respect of taxes) be remitted
to the Participant or the Participant's authorized
representatives.
If the Participant (or the Participant's authorized representative) do
not make an election within thirty (30) days after the date the Participant is
deemed to have withdrawn from the Plan, then
(a) in the case of Purchased Shares not held in an RRSP, a
certificate representing the whole Purchased Shares in the
account will be delivered to the Participant or the
Participant's authorized representatives; and
(b) in the case of Purchased Shares held in an RRSP, all whole
Purchased Shares and any fractional interest in Shares in the
Participant's account will be sold and the net proceeds (less
any deductions in respect of taxes) will be remitted to the
Participant or the Participant's authorized representatives.
ARTICLE 3.
GENERAL
3.1. AMENDMENT OR TERMINATION
Subject to receiving all necessary regulatory approvals, the Employer
reserves the right to discontinue use of any form of Employee Remittance at any
time such action is deemed advisable, in its judgment, and the Employer also
reserves the right to amend or discontinue the Plan at any time. Any such
amendment or termination will not result in the forfeiture by any Participant of
any Purchased Shares, dividends or other distributions in respect of Purchased
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Shares, effective before the effective date of amendment or termination of the
Plan. Any amendment to this Plan is subject to the prior receipt of the approval
of The Toronto Stock Exchange.
3.2. CAPITAL ADJUSTMENTS
If there is any change in the outstanding Shares by reason of a stock
split, recapitalization, consolidation, combination or exchange of shares, or
other fundamental corporate change, the Plan Managers will make, subject to any
prior approval required of relevant stock exchanges or other applicable
regulatory authorities, if any, appropriate substitutions or adjustments;
provided, however, that no substitution or adjustment will obligate the Employer
to issue or sell fractional shares. In the event of the reorganization of the
Employer or the amalgamation or consolidation of the Employer with another
corporation, the Plan Managers may make such provision for the protection of the
rights of Participants as the Plan Managers in their discretion deem
appropriate. The determination of the Plan Managers, as to any adjustment or as
to there being no need for adjustment, will be final and binding on all parties.
3.3. COMPLIANCE WITH LEGISLATION
The Plan Managers may postpone or adjust the issue of any Shares
pursuant to this Plan as the Plan Managers in their discretion may deem
necessary in order to permit the Employer to effect or maintain registration of
this Plan or the Shares issuable pursuant thereto under the securities laws of
any applicable jurisdiction, or to determine that the Shares and this Plan are
exempt from such registration. The Employer is not obligated by any provision of
this Plan to sell or issue Shares in violation of any applicable law. In
addition, while the Shares are listed on a stock exchange, the Employer will
have no obligation to issue any Shares pursuant to this Plan unless the Shares
have been duly listed, upon official notice of issuance, on a stock exchange on
which the Shares are listed for trading.
3.4. FRACTIONAL SHARES
No fractional Shares may be issued under the Plan and nothing in this
Plan will obligate the Employer to issue or sell fractional shares. The Plan
Managers may determine the manner in which fractional Share value will be
treated.
3.5. MARKET FLUCTUATION
THERE IS NO GUARANTEE UNDER THE PLAN AGAINST LOSS BECAUSE OF MARKET
FLUCTUATION. IN SEEKING THE BENEFITS OF PARTICIPATION IN THE PLAN, A PARTICIPANT
MUST ACCEPT THE RISK OF A DECLINE IN THE MARKET PRICE OF THE SHARE.
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3.6. INCOME TAXES
The sale and disposition of Shares generally results in the recognition
of a taxable gain or loss under Canadian tax law by the Participant. In the
event dividends are paid, the Participant will be subject to the payment of
income tax on the dividends.
Canadian tax laws are complex and subject to change and the Participant
is responsible for determining how such tax laws and changes may affect
their tax position. The Participant should contact their own financial
or personal advisor to determine what effect, if any, participation in
the Plan may have on the Participant's tax and other responsibilities.
3.7. ASSIGNMENT OF INTEREST
Until certificates for Purchased Shares are delivered to the
Participant, no right of a Participant under the Plan and no interest in
Purchased Shares is capable, either in whole or in part, of being sold,
assigned, pledged or hypothecated, whether by way of security or otherwise.
3.8. TRADING ON UNDISCLOSED INFORMATION
Participants in the Plan are reminded that trading based on insider or
undisclosed information is an illegal activity and that people conducting
securities transactions based on such insider or undisclosed information are
subject to prosecution.
