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RVBD » Topics » SECTION 3. STOCK OFFERED UNDER THE PLAN.

These excerpts taken from the RVBD 10-K filed Feb 23, 2009.

SECTION 3. STOCK OFFERED UNDER THE PLAN.

(a) Authorized Shares. The number of shares of Stock available for purchase under the Plan shall be 1,500,000 (subject to adjustment pursuant to Subsection (b) below). On January 1 of each year, commencing with January 1, 2007, the aggregate number of shares of Stock available for purchase during the life of the Plan shall automatically be increased by a number equal to the lowest of (i) 1% of the total number of shares of Stock then outstanding, (ii) 750,000 shares of Stock (subject to adjustment pursuant to Subsection (b) below) or (iii) the number of shares of Stock determined by the Board.

(b) Anti-Dilution Adjustments. The aggregate number of shares of Stock offered under the Plan, the number of shares of Stock set forth in Subsection (a)(ii) above, the 2,000-share limitation described in Section 8(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s stockholders, or a similar event.

(c) Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period and

Accumulation Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is continued or assumed by the surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 3. STOCK OFFERED UNDER THE PLAN.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%">(a) Authorized Shares. The number of shares of Stock available for purchase under the Plan shall be 1,500,000 (subject to adjustment pursuant to
Subsection (b) below). On January 1 of each year, commencing with January 1, 2007, the aggregate number of shares of Stock available for purchase during the life of the Plan shall automatically be increased by a number equal to the
lowest of (i) 1% of the total number of shares of Stock then outstanding, (ii) 750,000 shares of Stock (subject to adjustment pursuant to Subsection (b) below) or (iii) the number of shares of Stock determined by the Board.

(b) Anti-Dilution Adjustments. The aggregate number of shares of Stock offered under the Plan, the number of shares of Stock set
forth in Subsection (a)(ii) above, the 2,000-share limitation described in Section 8(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately for any increase or decrease in the number of
outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the
distribution of the shares of a Subsidiary to the Company’s stockholders, or a similar event.

(c) Reorganizations. Any other
provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period and







Accumulation Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is continued or assumed by the
surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

STYLE="margin-top:18px;margin-bottom:0px">SECTION 4. ENROLLMENT AND PARTICIPATION.

(a)
Offering Periods. While the Plan is in effect, the Committee shall determine the duration and commencement date of each Offering Period, provided that an Offering Period shall in no event be longer than 27 months. Offering Periods may be
consecutive or overlapping.

(b) Accumulation Periods. While the Plan is in effect, the Committee shall determine the duration and
commencement date of each Accumulation Period, provided that an Accumulation Period shall in no event end later than the close of the Offering Period in which it begins. Accumulation Periods shall be consecutive.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(c) Enrollment. In the case of any individual who qualifies as an Eligible Employee on the first day of any Offering Period, he or she may elect
to become a Participant on such day by filing the prescribed enrollment form with the Company. The enrollment form shall be filed at the prescribed location not later than the commencement date of such Offering Period.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(d) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she:

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">(i) Reaches the end of the Accumulation Period in which his or her employee contributions were discontinued under Section 5(c)
or 9(b);

(ii) Withdraws from the Plan under Section 6(a); or

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">(iii) Ceases to be an Eligible Employee.

A
Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Accumulation Period ending in the next calendar year, if he or she then is an
Eligible Employee. In all other cases, a former Participant may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(e) Applicable Offering Period. For purposes of calculating the Purchase Price under Section 8(b), the applicable Offering Period shall be
determined as follows:

(i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall
continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her participation under Subsection (d) above or (C) enrollment for a subsequent Offering Period under
Paragraph (ii), (iii) or (iv) below, provided that the Committee has determined that there will be a subsequent Offering Period.

 


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(ii) In the event that the Fair Market Value of Stock on the first trading day in the
Offering Period for which the Participant is enrolled is higher than on the first trading day in any subsequent Offering Period, the Participant shall automatically be enrolled for such subsequent Offering Period.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">(iii) If Section 14(b) applies, the Participant shall automatically be enrolled for a new Offering Period.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">(iv) Any other provision of the Plan notwithstanding, the Company (at its sole discretion) may determine prior to the commencement of any
new Offering Period that all Participants shall be enrolled for such new Offering Period.

(v) When a Participant reaches
the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.

STYLE="margin-top:18px;margin-bottom:0px">SECTION 5. EMPLOYEE CONTRIBUTIONS.

(a)
Commencement of Payroll Deductions. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions shall commence as soon as reasonably practicable after the Company has received the
prescribed enrollment form.

(b) Amount of Payroll Deductions. An Eligible Employee shall designate on the enrollment form the
portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(c) Changing Withholding Rate. When the Committee adopts an Offering Period under Section 4(a), it shall also prescribe the rules that will
apply if a Participant wishes to change his or her rate of payroll withholding during such Offering Period. A Participant may change his or her rate of payroll withholding, only if and to the extent permitted by such rules, by filing a new
enrollment form with the Company at the prescribed location. The new withholding rate shall be effective as soon as reasonably practicable after the Company has received such form. The rules prescribed by the Committee may also provide that a
Participant’s rate of payroll withholding will automatically revert to a prior rate as of the commencement date of a new Accumulation Period.

SIZE="2">SECTION 6. WITHDRAWAL FROM THE PLAN.

(a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the
prescribed form with the Company at the prescribed location at any time before the last day of an Accumulation Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the
Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted.

 


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(b) Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be
a Participant until he or she again enrolls in the Plan under Section 4(c). Enrollment may be effective only at the commencement of an Offering Period.

SIZE="2">SECTION 7. CHANGE IN EMPLOYMENT STATUS.

(a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a). (A transfer from one Participating Company to another shall not be treated as a termination of employment.)

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick
leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees his or
her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

FACE="Times New Roman" SIZE="2">(c) Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed form or, if
none, to the Participant’s estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death.

FACE="Times New Roman" SIZE="2">SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES.

(a) Plan Accounts. The Company shall
maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to
Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(b) Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Accumulation Period shall be the lower of:


(i) 85% of the Fair Market Value of such share on the first trading day in the applicable Offering Period (as determined under
Section 4(e)) or, in the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the public in the IPO; or

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">(ii) 85% of the Fair Market Value of such share on the last trading day in such Accumulation Period.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(c) Number of Shares Purchased. As of the last day of each Accumulation Period, each Participant shall be deemed to have elected to purchase the
number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously

 


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elected to withdraw from the Plan in accordance with Section 6(a). The amount then in the Participant’s Plan Account shall be divided by the
Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than 2,000 shares of Stock with
respect to any Accumulation Period nor more than the amounts of Stock set forth in Sections 3(a) and 9(b). The Committee may determine with respect to all Participants that any fractional share, as calculated under this
Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share.

(d)
Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an Accumulation Period exceeds the maximum number of shares remaining available for issuance under Section 3,
then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction. The numerator of such fraction is the number of shares that such Participant has elected to
purchase, and the denominator of such fraction is the number of shares that all Participants have elected to purchase.

(e) Issuance of
Stock. The shares of Stock purchased by a Participant under the Plan may be registered in the name of such Participant, or jointly in the name of such Participant and his or her spouse as joint tenants with the right of survivorship or as
community property (with or without the right of survivorship). Until the expiration of the holding period described in section 423(a)(1) of the Code, such shares shall be held for the Participant’s benefit by (i) a broker designated
by the Committee or (ii) any other broker whom the Participant has directed in writing to sell such shares pursuant to Rule 10b5-1(c)(1) under the Exchange Act. (The preceding sentence shall apply whether or not the Participant is required
to pay income tax in the United States.)

(f) Tax Withholding. To the extent required by applicable federal, state, local or foreign
law, a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Stock under the Plan
until such obligations are satisfied.

(g) Unused Cash Balances. An amount remaining in the Participant’s Plan Account that
represents the Purchase Price for any fractional share shall be carried over in the Participant’s Plan Account to the next Accumulation Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for
whole shares that could not be purchased by reason of Subsection (c) above, Section 3 or Section 9(b) shall be refunded to the Participant in cash, without interest.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%">(h) Stockholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until
the Company’s stockholders have approved the adoption of the Plan.

 


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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 23, 2009

RELATED TOPICS for RVBD:

"SECTION 3. STOCK OFFERED UNDER THE PLAN." elsewhere:

Blue Coat Systems (BCSI)
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