1999 Employee Stock Purchase Plan - CareerBuilder Inc.
<PAGE> 1
CAREERBUILDER, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
April __, 1999
The purpose of this Plan is to provide eligible employees of
CareerBuilder, Inc. (the "Company") and certain of its subsidiaries with
opportunities to purchase shares of the Company's common stock, $0.01 par value
(the "Common Stock"). Subject to adjustment pursuant to Section 15, the
maximum number of shares of Common Stock which shall be made available for
purchase under this Plan shall be that number equal to (i) ___________ less
(ii) the sum of (X) the number of shares as to which "Awards" have previously
been made or shares issued under the Company's 1999 Stock Incentive Plan (the
"Omnibus Plan"), as such number shall be reduced to the extent shares become
reavailable for issuance under the Omnibus Plan pursuant to Section 4(a)
thereof, (Y) the number of shares as to which options are then outstanding
under the Company's 1999 Director Stock Option Plan (the "Director Plan") and
the number of shares previously issued upon the exercise of options granted
under the Director Plan, as such numbers shall be reduced to the extent shares
become reavailable for issuance under the Director Plan pursuant to section
4(b) thereof and (Z) the number of shares as to which options are then
outstanding under the Company's Stock Option Plan (the "Option Plan") and the
number of shares previously issued upon the exercise of options granted under
the Option Plan and the number of shares of restricted or unrestricted stock
granted under the Option Plan then outstanding, as such numbers shall be
reduced to the extent shares become reavailable for issuance under the Option
Plan pursuant to the terms thereof. This Plan is intended to qualify as an
"employee stock purchase plan" as defined in Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated
thereunder, and shall be interpreted consistent therewith.
1. Administration. The Plan will be administered by the
Company's Board of Directors (the "Board") or by a Committee appointed by the
Board (the "Committee"). The Board or the Committee has authority to make
rules and regulations for the administration of the Plan and its interpretation
and decisions with regard thereto shall be final and conclusive.
2. Eligibility. Participation in the Plan will neither be
permitted nor denied contrary to the requirements of Section 423 of the Code,
and regulations promulgated thereunder. All employees of the Company,
including Directors who are employees, and all employees of any subsidiary of
the Company (as defined in Section 424(f) of the Code) designated by the Board
or the Committee from time to time (a "Designated Subsidiary"), are eligible to
participate in any one or more of the offerings of Options (as defined in
Section 9) to purchase Common Stock under the Plan provided that:
<PAGE> 2
(a) they are customarily employed by the Company
or a Designated Subsidiary for more than 20 hours a week for more
than five months in a calendar year; and
(b) they have been employed by the Company or a
Designated Subsidiary for at least five months prior to enrolling
in the Plan; and
(c) they are employees of the Company or a
Designated Subsidiary on the first day of the applicable Plan
Period (as defined below).
No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated
as stock owned by the employee.
3. Offerings. The Company will make one or more offerings
("Offerings") to employees to purchase stock under this Plan. Offerings will
begin each January 1 and July 1, or the first business day thereafter (the
"Offering Commencement Dates"). Each Offering Commencement Date will begin a
six month period (a "Plan Period") during which payroll deductions will be made
and held for the purchase of Common Stock at the end of the Plan Period. The
Board or the Committee may, at its discretion, choose a different Plan Period
of twelve (12) months or less for subsequent Offerings. Notwithstanding
anything to the contrary, the first Plan Period shall begin on the first date
that the Common Stock is publicly traded following the Company's initial public
offering ("IPO") and shall end on June 30, 1999.
4. Participation. An employee eligible on the Offering
Commencement Date of any Offering may participate in such Offering by
completing and forwarding a payroll deduction authorization form to the
employee's appropriate payroll office at least seven days prior to the
applicable Offering Commencement Date. The form will authorize a regular
payroll deduction from the Compensation received by the employee during the
Plan Period. Unless an employee files a new form or withdraws from the Plan,
his or her deductions and purchases will continue at the same rate for future
Offerings under the Plan as long as the Plan remains in effect. The term
"Compensation" means the amount of money reportable on the employee's Federal
Income Tax Withholding Statement, excluding overtime, shift premium, incentive
or bonus awards, allowances and reimbursements for expenses such as relocation
allowances for travel expenses, income or gains on the exercise of Company
stock options or stock appreciation rights, and similar items, whether or not
shown on the employee's Federal Income Tax Withholding Statement, but
including, in the case of salespersons, sales commissions to the extent
determined by the Board or the Committee.
-2-
<PAGE> 3
5. Deductions. The Company will maintain payroll deduction
accounts for all participating employees. With respect to any Offering made
under this Plan, an employee may authorize a payroll deduction in any dollar
amount up to a maximum of 10% of his or her Compensation for the Plan Period or
such shorter period during which deductions from payroll are made.
No employee may be granted an Option (as defined in Section 9)
which permits his or her rights to purchase Common Stock under this Plan and
any other employee stock purchase plan (as defined in Section 423(b) of the
Code) of the Company and its subsidiaries to accrue at a rate which exceeds
$25,000 of the fair market value of such Common Stock determined at the
Offering Commencement Date of the Plan Period) for each calendar year in which
the Option is outstanding at any time.
6. Deduction Changes. An employee may decrease or
discontinue his or her payroll deduction once during any Plan Period, by filing
a new payroll deduction authorization form. However, an employee may not
increase his or her payroll deduction during a Plan Period. If an employee
elects to discontinue his or her payroll deductions during a Plan Period, but
does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds
deducted prior to his or her election to discontinue will be applied to the
purchase of Common Stock on the Exercise Date (as defined below).
7. Interest. Interest will not be paid on any employee
accounts, except to the extent that the Board or the Committee, in its sole
discretion, elects to credit employee accounts with interest at such per annum
rate as it may from time to time determine.
8. Withdrawal of Funds. An employee may at any time prior
to the close of business on the last business day in a Plan Period and for any
reason permanently draw out the balance accumulated in the employee's account
and thereby withdraw from participation in an Offering. Partial withdrawals
are not permitted. The employee may not begin participation again during the
remainder of the Plan Period. The employee may participate in any subsequent
Offering in accordance with terms and conditions established by the Board or
the Committee.
9. Purchase of Shares. On the Offering Commencement Date
of each Plan Period, the Company will grant to each eligible employee who is
then a participant in the Plan an option ("Option") to purchase on the last
business day of such Plan Period (the "Exercise Date"), at the Option Price
hereinafter provided for, the largest number of whole shares of Common Stock of
the Company as does not exceed the number of shares determined by multiplying
$2,083 by the number of full months in the Offering Period and dividing the
result by the closing price (as defined below) on the Offering Commencement
Date of such Plan Period.
-3-
<PAGE> 4
The purchase price for each share purchased will be 85% of the
closing price of the Common Stock on (i) the first business day of such Plan
Period or (ii) the Exercise Date, whichever closing price shall be less. Such
closing price shall be (a) the closing price on any national securities
exchange on which the Common Stock is listed, (b) the closing price of the
Common Stock on the Nasdaq National Market or (c) the average of the closing
bid and asked prices in the over-the-counter-market, whichever is applicable,
as published in The Wall Street Journal; provided that, with respect to the
first Plan Period, the closing price on the Offering Commence Date shall be the
initial public offering price provided for in the underwriting agreement
entered into by the Company in connection with the IPO. If no sales of Common
Stock were made on such a day, the price of the Common Stock for purposes of
clauses (a) and (b) above shall be the reported price for the next preceding
day on which sales were made.
Each employee who continues to be a participant in the Plan on the
Exercise Date shall be deemed to have exercised his or her Option at the Option
Price on such date and shall be deemed to have purchased from the Company the
number of full shares of Common Stock reserved for the purpose of the Plan that
his or her accumulated payroll deductions on such date will pay for, but not in
excess of the maximum number determined in the manner set forth above.
10. Issuance of Certificates. Certificates representing
shares of Common Stock purchased under the Plan may be issued only in the name
of the employee, in the name of the employee and another person of legal age as
joint tenants with rights of survivorship, or (in the Company's sole
discretion) in the name of a brokerage firm, bank or other nominee holder
designated by the employee. The Company may, in its sole discretion and in
compliance with applicable laws, authorize the use of book entry registration
of shares in lieu of issuing stock certificates.
11. Rights on Retirement, Death or Termination of
Employment. In the event of a participating employee's termination of
employment prior to the last business day of a Plan Period, no payroll
deduction shall be taken from any pay due and owing to an employee and the
balance in the employee's account shall be paid to the employee or, in the
event of the employee's death, (a) to a beneficiary previously designated in a
revocable notice signed by the employee (with any spousal consent required
under state law) or (b) in the absence of such a designated beneficiary, to the
executor or administrator of the employee's estate or (c) if no such executor
or administrator has been appointed to the knowledge of the Company, to such
other person(s) as the Company may, in its discretion, designate. If, prior to
the last business day of the Plan Period, the Designated Subsidiary by which an
employee is employed shall cease to be a subsidiary of the Company, or if the
employee is transferred to a subsidiary of the Company that is not a
Designated Subsidiary, the employee shall be deemed to have terminated
employment for the purposes of this Plan.
-4-
<PAGE> 5
12. Optionees Not Stockholders. Neither the granting of an
Option to an employee nor the deductions from his or her pay shall constitute
such employee a stockholder of the shares of Common Stock covered by an Option
under this Plan until such shares have been purchased by and issued to him or
her.
13. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
14. Application of Funds. All funds received or held by the
Company under this Plan may be combined with other corporate funds and may be
used for any corporate purpose.
15. Adjustment in Case of Changes Affecting Common Stock.
In the event of a subdivision of outstanding shares of Common Stock, or the
payment of a dividend in Common Stock, the number of shares approved for this
Plan, and the share limitation set forth in Section 9, shall be increased
proportionately, and such other adjustment shall be made as may be deemed
equitable by the Board or the Committee. In the event of any other change
affecting the Common Stock, such adjustment shall be made as may be deemed
equitable by the Board or the Committee to give proper effect to such event.
16. Merger. If the Company shall at any time merge or
consolidate with another corporation and the holders of the capital stock of
the Company immediately prior to such merger or consolidation continue to hold
at least 80% by voting power of the capital stock of the surviving corporation
("Continuity of Control"), the holder of each Option then outstanding will
thereafter be entitled to receive at the next Exercise Date upon the exercise
of such Option for each share as to which such Option shall be exercised the
securities or property which a holder of one share of the Common Stock was
entitled to upon and at the time of such merger or consolidation, and the Board
or the Committee shall take such steps in connection with such merger or
consolidation as the Board or the Committee shall deem necessary to assure that
the provisions of Section 15 shall thereafter be applicable, as nearly as
reasonably may be, in relation to the said securities or property as to which
such holder of such Option might thereafter be entitled to receive thereunder.
In the event of a merger or consolidation of the Company with or
into another corporation which does not involve Continuity of Control, or of a
sale of all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (a) subject to the provisions of
clauses (b) and (c), after the effective date of such transaction, each holder
of an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received
-5-
<PAGE> 6
pursuant to the terms of such transaction; or (b) all outstanding Options may
be cancelled by the Board or the Committee as of a date prior to the effective
date of any such transaction and all payroll deductions shall be paid out to
the participating employees; or (c) all outstanding Options may be cancelled by
the Board or the Committee as of the effective date of any such transaction,
provided that notice of such cancellation shall be given to each holder of an
Option, and each holder of an Option shall have the right to exercise such
Option in full based on payroll deductions then credited to his or her account
as of a date determined by the Board or the Committee, which date shall not be
less than ten (10) days preceding the effective date of such transaction.
17. Amendment of the Plan. The Board may at any time, and
from time to time, amend this Plan in any respect, except that (a) if the
approval of any such amendment by the shareholders of the Company is required
by Section 423 of the Code, such amendment shall not be effected without such
approval, and (b) in no event may any amendment be made which would cause the
Plan to fail to comply with Section 423 of the Code.
18. Insufficient Shares. In the event that the total number
of shares of Common Stock specified in elections to be purchased under any
Offering plus the number of shares purchased under previous Offerings under
this Plan exceeds the maximum number of shares issuable under this Plan, the
Board or the Committee will allot the shares then available on a pro rata
basis.
19. Termination of the Plan. This Plan may be terminated at
any time by the Board. Upon termination of this Plan all amounts in the
accounts of participating employees shall be promptly refunded.
20. Governmental Regulations. The Company's obligation to
sell and deliver Common Stock under this Plan is subject to listing on a
national stock exchange or quotation on the Nasdaq National Market (to the
extent the Common Stock is then so listed or quoted) and the approval of all
governmental authorities required in connection with the authorization,
issuance or sale of such stock.
21. Governing Law. The Plan shall be governed by Delaware
law except to the extent that such law is preempted by federal law.
22. Issuance of Shares. Shares may be issued upon exercise
of an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.
23. Notification upon Sale of Shares. Each employee
agrees, by entering the Plan, to promptly give the Company notice of any
disposition of shares purchased under
-6-
<PAGE> 7
the Plan where such disposition occurs within two years after the date of grant
of the Option pursuant to which such shares were purchased.
24. Effective Date and Approval of Shareholders. The Plan
shall take effect upon its approval by the Board, subject to approval by the
shareholders of the Company as required by Section 423 of the Code, which
approval must occur within twelve months of the adoption of the Plan by the
Board.
Adopted by the Board of Directors
on April __, 1999
Approved by the Stockholders on April __, 1999
-7-