Exhibit 10.1
XXXXXXX COMPUTER SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AMENDMENT NO. 7
This Amendatory Agreement adopted as of the first day of January, 1997, by
Xxxxxxx Computer Services, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), having its principal place of business in Lisle, Illinois.
W I T N E S S E T H:
WHEREAS, the Plan permits the Company to amend the Plan subject to the
terms and conditions therein specified;
WHEREAS, the Board of Directors ("Directors") of the Company by action
taken as of November 6, 1996, authorized the amendments hereinafter set forth;
WHEREAS, the Directors have determined that the amendments set forth in
paragraphs 2 and 4 below require prior approval by the Stockholders of the
Company pursuant to Section 17 of the Plan, and shall submit said amendments to
the Stockholders at their next scheduled meeting;
1. Section 3(a) of the Plan shall be and hereby is amended to read as
follows:
(a) Any person who (i) qualifies as an Employee as of the
commencement date of an Offering and (ii) has completed thirty-
one (31) days of continuous employment with the Company or any
Subsidiary shall be eligible to participate in such Offering,
subject to the limitations imposed by Section 423(b) of the Code.
Effective as of January 1, 1998, subject to the approval thereby by the
Stockholders of the Company, Section 4 of the Plan shall be and hereby is
amended to reflect Arabic Offering Numbers and to add the following offering
periods:
OFFERING COMMENCEMENT TERMINATION
NUMBER DATE DATE
47 January 1, 1998 June 30, 1998
48 July 1, 1998 December 31, 1998
49 January 1, 1999 June 30, 1999
50 July 1, 1999 December 31, 1999
51 January 1, 2000 June 30, 2000
52 July 1, 2000 December 31, 2000
53 January 1, 2001 June 30, 2001
54 July 1, 2001 December 31, 2001
55 January 1, 2002 June 30, 2002
56 July 1, 2002 December 31, 2002
57 January 1, 2003 June 30, 2003
58 July 1, 2003 December 31, 2003
59 January 1, 2004 June 30, 2004
60 July 1, 2004 December 31, 2004
3. Section 5 of the Plan shall be and hereby is amended to read as
follows:
5. PARTICIPATION.
(a) An eligible Employee may elect to become a Participant
in the Plan by completing an authorization for payroll deduction
on the form provided by the Company and filing it with the
payroll office at least seven (7) days prior to the applicable
Offering Commencement Date.
(b) Payroll deductions for a Participant shall commence on
the payroll date on or next succeeding the effective date
specified in his authorization ("Effective Date"), which shall
not be earlier than the first offering Commencement Date
following the thirty-first day of continuous employment of the
Participant with the Company or any Subsidiary; and shall,
continue until terminated as provided in Paragraph 10 herein.
4. Sections 7 and 8 shall be and hereby are amended to delete the word
"full" wherever it appears before the word "shares".
5. Section 9 of the Plan shall be and hereby is amended to read as
follows:
9. Delivery.
As promptly as practicable after the termination date of
each Offering, the Company will deliver to each Participant the
Stock purchased upon the exercise of his or her Option in full
shares only. The Company shall refund, without interest, the
balance of any payroll deductions credited to his account during
such Offering which were not used for the purchase of Stock.
A Participant may elect to have his or her shares of Stock
credited to a Company approved brokerage account in the name of
such Participant instead of receiving certificates. For any
Offering in which the Participant has elected to have his or her
Stock deposited in such brokerage account, the Company will
deposit shares representing the number of shares purchased upon
the exercise of the Option, which may include fractional shares,
as promptly as possible after each Offering. The Company will
advise each Participant as to the number of shares of Stock
deposited.
6. Effective as of January 1, 1998, subject to the approval by the
Stockholders of the Company, the first sentence of Section 11(a) of the Plan
shall be and is hereby amended to read as follows:
(a) The aggregate number of shares of Stock of the Company which
may be issued pursuant to options granted under this Plan shall be
6,700,000 shares.
7. The Plan shall be amended, wherever appropriate, to:
(a) define the term "Code" to refer to the "Internal
Revenue Code of 1986, as amended"; and
(b) reflect the renumbering of Section 425 of the Code as
Section 424 thereof.
8. Section 12(a) of the Plan shall be and hereby is amended to read as
follows:
12. ADMINISTRATION
(a) The Compensation Committee of the Company's Board of
Directors shall be the Compensation Committee ("Committee") under this Plan
and shall have the power and authority granted to the Committee in this and
other paragraphs of this Plan; provided, however, that the Board shall have
the right to exercise any and all such power and authority and to perform
each and every function of the Committee whenever the Board, in its sole
discretion, deems it necessary or advisable to do so. The Committee may
designate an Administrator, who need not be a Director of the Company.
9. The amended provisions of the Plan contained above shall be set forth
in a Plan Restatement deemed to include all Plan Amendments through
and including this Amendment No. 7.
10. Except as otherwise set forth, this Amendment shall become effective
as of January 1, 1997, upon the condition that said amendment will not adversely
affect the previous rulings issued by the U.S. Treasury Department with respect
to the status of the Plan.
IN WITNESS WHEREOF, the Company has caused those presents to be executed in
its name by its proper officers and its duly attested corporate seal to be
hereunto affixed pursuant to authority granted by its Board of Directors.
XXXXXXX COMPUTER SERVICES, INC.
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
Its President
ATTEST:
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Secretary
