This excerpt taken from the SEIC 10-Q filed Jul 31, 2008.
Section 6.1 Non-Alienation. The right to purchase shares of Stock under this Plan is personal to the Participant, is exercisable only by the Participant during his/her lifetime except as hereinafter set forth, and may not be assigned or otherwise transferred by the Participant. Notwithstanding the foregoing, there shall be delivered to the executor, administrator or other personal representative of a deceased Participant such shares of Stock and such residual balance as may remain in the Participants Stock Purchase Account as of the Offering Date occurring at the close of the Purchase Period in which the Participants death occurs, including shares of Stock purchased by the Participant and/or withheld from the Participants compensation.
Section 6.2 Administrative Costs. The Company shall pay all administrative expenses associated with the operation of this Plan. No administrative charges shall be levied against the Stock Purchase Accounts of the Participants.
Section 6.3 Administrative Committee. The Board of Directors shall appoint an Administrative Committee (which may be referred to as the Stock Purchase Plan Committee) , which shall have the authority and power to administer the Plan and to make, adopt, construe, and enforce rules and regulations not inconsistent with the provisions of the Plan. The Administrative Committee shall adopt and prescribe the contents of all forms required in connection with the administration of this Plan, including, but not limited to, the Purchase Agreement, payroll withholding authorizations, withdrawal documents, and all other notices required hereunder. The Administrative Committees interpretations and decisions in respect of this Plan, the rules and regulations pursuant to which it is operated, and the rights of Participants hereunder shall be final and conclusive.
Section 6.4 Amendment of the Plan. The Board of Directors may, at any time and from time to time, amend the Plan in any respect, except that no amendment may
without the approval of the shareholders, nor may any amendment provide for (i) Purchase Periods shorter in duration than one (1) calendar month nor longer in duration than twelve (12) calendar months (treating as a calendar month any month commencing an the first day thereof and ending on either the last day thereof or the last business day thereof) or (ii) overlapping Purchase Periods.
Section 6.5 Expiration and Termination of the Plan. The Plan shall continue in effect through the date when all of the shares of Stock reserved for issuance under the Plan pursuant to Section 4.1 have been issued, unless terminated prior thereto pursuant to the provisions of this Plan or pursuant to action by the Board of Directors, which shall have the right to terminate the Plan at any time without prior notice to any Participant. Upon the expiration or termination of this Plan, the balance, if any, then standing to the credit of each Participant in his/her Stock Purchase Account shall be refunded to him/her.
Section 6.6 Repurchase of Stock. The Company shall not be required to purchase or repurchase from any Participant any of the shares of Stock that the Participant acquired under this Plan.
Section 6.7 Notice. A Purchase Agreement and any notice that a Participant files pursuant to the Plan shall be on the form prescribed by the Administrative Committee and shall be effective only when received by the Administrative Committee. Delivery of such forms may be made by hand or by certified mail, sent postage prepaid, to SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456, Attention: Stock Purchase Plan Committee.
Section 6.8 Withholding of Taxes; Notification of Transfer.
(a) All acquisitions and sales of shares of Stock under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements if the Internal Revenue Service or other taxing authority requires such withholding. The Company may require that Participants pay to the Company (or make other arrangements satisfactory to the Company for the payment of) the amount of any federal, state or local taxes that the Company is required to withhold with respect to the purchase of shares of Stock or the sale of shares of Stock acquired under the Plan, or the Company may deduct from the Participants wages or other compensation the amount of any withholding taxes dues with respect to the purchase of shares of Stock or the sale of shares of Stock acquired under the Plan.
(b) A Participant shall be required to advise the Committee immediately if the Participant transfers (by sale, gift or other manner) any shares of Stock acquired under the Plan within two years after the beginning of the Purchase Period in which the Stock is purchased.
Section 6.9 Government Regulation. The Companys obligation to sell and to deliver the Stock under the Plan is at all times subject to compliance with all laws and administrative regulations pertaining to the authorization, issuance, sale, or delivery of such stock, including state and federal securities laws and the regulations of any securities exchange, if applicable.
Section 6.10 Headings, Captions, Gender. The headings and captions herein are for convenience of reference only and shall not be considered as a part of the text.
Section 6.11 Severability of Provisions; Prevailing Law. The provisions of this Plan shall be deemed severable. In the event any such provision is determined to be unlawful or unenforceable by a court of competent jurisdiction or by reason of a change in an applicable statute, the Plan shall continue to exist as though such provisions had never been included therein. This Plan shall be governed by the laws of the Commonwealth of Pennsylvania, to the extent such laws are not in conflict with or superseded by federal law.
Section 6.12 Eligible Employees Subject to Taxation Outside the United States. With respect to any Eligible Employee who is subject to taxation in countries other than the United States, in order to comply with the laws of the applicable countries, the Administrative Committee may adopt such rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures and adopt suplans and make such modifications that are outside the scope of Section 423 of the Internal Revenue Code as may be necessary or advisable to comply with such local laws and procedures with respect to such Eligible Employees.