Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.22M
4: EX-10.10 Material Contract HTML 58K
5: EX-10.23 Material Contract HTML 45K
2: EX-10.3 Material Contract HTML 59K
3: EX-10.4 Material Contract HTML 154K
6: EX-21.1 Subsidiaries List HTML 31K
7: EX-23.1 Consent of Expert or Counsel HTML 29K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
17: R1 Document HTML 94K
18: R2 Consolidated Balance Sheets HTML 130K
19: R3 Consolidated Balance Sheets (Parentheticals) HTML 40K
20: R4 Consolidated Statements of Income (Loss) HTML 101K
21: R5 Consolidated Statements of Comprehensive Income HTML 128K
(Loss)
22: R6 Consolidated Statements of Shareholders' Equity HTML 134K
23: R7 Consolidated Statements of Shareholders' Equity HTML 33K
(Parentheticals)
24: R8 Consolidated Statements of Cash Flows HTML 135K
25: R9 Significant Accounting Policies HTML 115K
26: R10 New Accounting Pronouncements HTML 50K
27: R11 Supplemental Balance Sheet and Cash Flow HTML 302K
Information
28: R12 Earnings (Loss) Per Share HTML 63K
29: R13 Other Comprehensive Income (Loss) HTML 92K
30: R14 Acquisitions HTML 57K
31: R15 Derivative Financial Instruments HTML 33K
32: R16 Fair Value Measurements HTML 138K
33: R17 Restructuring and Integration Expense HTML 73K
34: R18 Chief Executive Officer Transition Costs HTML 34K
35: R19 Income Tax Provision HTML 137K
36: R20 Share-Based Compensation Plans HTML 140K
37: R21 Employee Compensation Plans HTML 43K
38: R22 Postretirement Benefits HTML 180K
39: R23 Debt HTML 48K
40: R24 Leases HTML 52K
41: R25 Other Commitments and Contingencies HTML 36K
42: R26 Shareholders' Equity HTML 33K
43: R27 Business Segment Information HTML 171K
44: R28 Risks and Uncertainties HTML 34K
45: R29 Summarized Quarterly Financial Data (Unaudited) HTML 79K
46: R30 Significant Accounting Policies (Policies) HTML 189K
47: R31 New Accounting Pronouncements (Policies) HTML 43K
48: R32 Significant Accounting Policies (Tables) HTML 50K
49: R33 Supplemental Balance Sheet and Cash Flow HTML 328K
Information (Tables)
50: R34 Earnings (Loss) Per Share (Tables) HTML 62K
51: R35 Other Comprehensive Income (Loss) (Tables) HTML 92K
52: R36 Acquisitions (Tables) HTML 50K
53: R37 Fair Value Measurements (Tables) HTML 113K
54: R38 Restructuring and Integration Expense (Tables) HTML 74K
55: R39 Income Tax Provision (Tables) HTML 141K
56: R40 Share-Based Compensation Plans (Tables) HTML 141K
57: R41 Employee Compensation Plans (Tables) HTML 37K
58: R42 Postretirement Benefits (Tables) HTML 174K
59: R43 Debt (Tables) HTML 47K
60: R44 Leases (Tables) HTML 54K
61: R45 Business Segment Information (Tables) HTML 169K
62: R46 Summarized Quarterly Financial Data (Unaudited) HTML 79K
(Tables)
63: R47 Significant Accounting Policies (Comparability) HTML 51K
(Details)
64: R48 Significant Accounting Policies (Cash and Cash HTML 35K
Equivalents and Trade Accounts Receivable)
(Details)
65: R49 Significant Accounting Policies (Property, Plant HTML 40K
and Equipment) (Details)
66: R50 Significant Accounting Policies (Intangibles) HTML 37K
(Details)
67: R51 Significant Accounting Policies (Business HTML 38K
Combinations and Prepaid Product Discounts)
(Details)
68: R52 Significant Accounting Policies (Advertising HTML 36K
Costs) (Details)
69: R53 Significant Accounting Policies (Income Taxes, HTML 44K
Revenue Recognition) (Details)
70: R54 Significant Accounting Policies (Employee HTML 35K
Share-Based Compensation) (Details)
71: R55 New Accounting Pronouncements (Details) HTML 52K
72: R56 Supplemental Balance Sheet and Cash Flow HTML 48K
Information (Trade Accounts Receivable) (Details)
73: R57 Supplemental Balance Sheet and Cash Flow HTML 50K
Information (Inventories and Supplies) (Details)
74: R58 Supplemental Balance Sheet and Cash Flow HTML 74K
Information (Available-For-Sale Debt Securities)
(Details)
75: R59 Supplemental Balance Sheet and Cash Flow HTML 38K
Information (Revenue in Excess of Billings)
(Details)
76: R60 Supplemental Balance Sheet and Cash Flow HTML 47K
Information (Property, Plant and Equipment)
(Details)
77: R61 Supplemental Balance Sheet and Cash Flow HTML 43K
Information (Assets Held for Sale) (Details)
78: R62 Supplemental Balance Sheet and Cash Flow HTML 85K
Information (Intangibles) (Details)
79: R63 Supplemental Balance Sheet and Cash Flow HTML 80K
Information (Goodwill) (Details)
80: R64 Supplemental Balance Sheet and Cash Flow HTML 105K
Information (Other Non-Current Assets) (Details)
81: R65 Supplemental Balance Sheet and Cash Flow HTML 89K
Information (Other) (Details)
82: R66 Earnings (Loss) Per Share (Details) HTML 96K
83: R67 Other Comprehensive Income (Loss) HTML 83K
(Reclassification Adjustments) (Details)
84: R68 Other Comprehensive Income (Loss) (Accumulated HTML 71K
Other Comprehensive Loss) (Details)
85: R69 Acquisitions (Details) HTML 132K
86: R70 Derivative Financial Instruments (Details) HTML 37K
87: R71 Fair Value Measurements (Goodwill and HTML 254K
Non-Recurring Asset Impairment Analyses) (Details)
88: R72 Fair Value Measurements (Financial Instruments) HTML 100K
(Details)
89: R73 Restructuring and Integration Expense (Details) HTML 55K
90: R74 Restructuring and Integration Expense HTML 68K
(Restructuring and Integration Accruals) (Details)
91: R75 Chief Eexecutive Officer Transition Costs HTML 41K
(Details)
92: R76 Income Tax Provision (Details) HTML 141K
93: R77 Income Tax Provision (Deferred Income Taxes) HTML 92K
(Details)
94: R78 Income Tax Provision (Net Operating Loss, Tax HTML 41K
Credit and Capital Loss Carryforwards) (Details)
95: R79 Share-Based Compensation Plans (Long-Term HTML 56K
Incentive Plan and Share-Based Compensation
Expense) (Details)
96: R80 Share-Based Compensation Plans (Award Terms) HTML 62K
(Details)
97: R81 Share-Based Compensation Plans (Stock Options) HTML 87K
(Details)
98: R82 Share-Based Compensation Plans (Restricted Stock HTML 106K
Units, Restricted Shares and Performance Share
Awards) (Details)
99: R83 Share-Based Compensation Plans (Employee Stock HTML 39K
Purchase Plan) (Details)
100: R84 Employee Compensation Plans (Details) HTML 61K
101: R85 Postretirement Benefits (Obligations and Funded HTML 91K
Status) (Details)
102: R86 Postretirement Benefits (Net Periodic Benefit HTML 74K
Income and Actuarial Assumptions) (Details)
103: R87 Postretirement Benefits (Plan Assets) (Details) HTML 128K
104: R88 Postretirement Benefits (Cash Flows) (Details) HTML 77K
105: R89 Debt (Details) HTML 73K
106: R90 Leases (Details) HTML 100K
107: R91 Other Commitments and Contingencies (Details) HTML 32K
108: R92 Shareholders' Equity (Details) HTML 39K
109: R93 Business Segment Information (Segment Results) HTML 110K
(Details)
110: R94 Business Segment Information (Disaggregated HTML 108K
Revenue Information) (Details)
111: R95 Risks and Uncertainties (Details) HTML 40K
112: R96 Summarized Quarterly Financial Data (Unaudited) HTML 82K
(Details)
114: XML IDEA XML File -- Filing Summary XML 217K
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1.01. The Plan is designed to encourage employee stock ownership in Deluxe Corporation by providing Eligible Employees
of the Company and Participating Subsidiaries with an opportunity to purchase shares of the Company’s common stock through voluntary payroll deductions. It is the purpose and policy of the Plan to foster ownership interest among employees, thus aligning the interests of employees with the interests of shareholders. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, the provisions of the Plan shall be administered, interpreted and construed in a manner consistent with the requirements of that section of the Code. The effective date of this Amended and Restated
Plan shall be February 1, 2020 (the “Effective Date”).
Section 2. Certain Definitions.
2.01. Board. The term “Board” shall mean the Company’s Board of Directors.
2.02. Business Day. The term “Business Day” shall mean a day on which the New York Stock Exchange is open for trading.
2.03. Code. The term “Code” shall mean the Internal Revenue Code of 1986, as
amended.
2.04. Company. The term “Company” shall mean Deluxe Corporation, a Minnesota corporation.
2.05 Corporate Transaction. The term “Corporate Transaction” shall mean the merger into or consolidation of the Company with one or more corporations during the Plan, or the sale of all or substantially all of the assets of the Company.
2.06. Eligible Compensation. The term “Eligible Compensation” shall mean all
regular base wage and salary payments paid by the Company to a Participant in accordance with the terms of his or her employment, including payments made to him or her under the short term disability or paid time off plan of the Company or Participating Subsidiary of which the Participant is an employee in effect at the applicable time, but excluding all overtime earnings, bonus, commissions, and other incentive payments and awards, and all other forms of extra compensation.
2.07. Eligible Employee. The term “Eligible Employee” shall mean all employees of the Company and its Participating Subsidiaries
(including officers and directors who are also employees of the Company) whose regularly scheduled work week consists of at least twenty (20) hours. Eligible Employees do not include (i) a seasonal or temporary employee, to the extent not customarily employed for more than five months in a calendar year, or (ii) an individual performing services for the Company or any Participating Subsidiary as an independent contractor or as an employee of another company.
2.08. Excluded Subsidiary. The term “Excluded Subsidiary” shall mean (i) each Subsidiary whose employees have not been designated as eligible to participate in the Plan by the Plan Administrator, and (ii) each Subsidiary
that was not a Participating Subsidiary prior to the Effective Date and whose
employees have not been not been designated as eligible to participate in the Plan by the Plan Administrator.
2.09. Fair Market Value. The term “Fair Market Value” as of any date shall mean the value of a Share determined by reference to (i) if Shares are listed on a national securities exchange, the closing sale price on that date on the principal national securities exchange on which such shares are then listed or, if no such reported sale of a Share shall have occurred on such date, on the next preceding date on which there was such a reported sale; or (ii) if such shares are not
then listed on a national securities exchange, by reference to the mean between the bid and asked price published in the OTC Link ATS or displayed on the OTC Bulletin Board of a Share for that date or if for any reason no such price is available, in such other manner as the Plan Administrator may in good faith deem appropriate to reflect the then fair market value thereof.
2.10. Offering and Purchase Dates. The first Business Day of each Offering Period is the “Offering Date” for that Offering Period and the last Business Day of each Offering Period is the “Purchase Date” for that Offering Period.
2.11. Offering Periods. The Plan shall have three-month offering periods to purchase Shares (the “Offering
Periods”), with a new Offering Period commencing on February 1, May 1, August 1 and November 1 of each year. Each Offering Period commencing on February 1 shall end on April 30 of the same year; each Offering Period commencing on May 1 shall end on July 31 of the same year; each Offering Period commencing on August 1 shall end on October 31 of the same year; and each Offering Period commencing on November 1 shall end on January 31 of the following year.
2.12. Participant. The term “Participant” shall mean an Eligible Employee of the Company or of its Participating Subsidiaries, who has elected to participate in the manner set forth in the Plan.
2.13.
Participating Subsidiaries. The term “Participating Subsidiaries” shall mean each Subsidiary of the Company that is not an Excluded Subsidiary.
2.14. Plan. The term “Plan” shall mean the Deluxe Corporation Amended and Restated 2000 Employee Stock Purchase Plan, the terms and provisions of which are set forth herein.
2.15. Plan Administrator. The term “Plan Administrator” shall mean the Compensation
Committee of the Board.
2.16. Shares. The term “Shares” shall mean the Company’s $1 par value common shares.
2.17. Stock Purchase Account. The term “Stock Purchase Account” means a current bookkeeping record maintained by the Company of cumulative payroll deductions made from the Eligible Compensation of each Participant in the Plan as reduced by amounts applied toward the purchase of Shares under the Plan.
2.18 Subsidiary. The
term “Subsidiary” shall mean a subsidiary, as defined in Section 424(f) of the Code, of the Company.
Section 3. Election to Participate.
3.01. An Eligible Employee may elect to participate in the Plan by completing the form prescribed by the Plan Administrator or enrolling online to authorize regular payroll deduction from the employee’s Eligible Compensation, beginning with the first payroll period ending after an Offering Date, provided such authorization is received by the Company’s Human Resources Department in such time in advance
of
such Offering Date as may be prescribed by the Plan Administrator. Payroll deductions shall continue until the employee decreases his or her payroll deduction rate to zero percent (0%), withdraws from the Plan, or ceases to be eligible to participate in the Plan.
3.02. Notwithstanding the provisions of Section 3.01, no Eligible Employee shall be granted any right to purchase Shares hereunder to the extent that:
(i)such employee, immediately after such a right to purchase is granted, would own, directly or indirectly, within the meaning of Section 423(b)(3) and Section 424(d) of the Code, Shares possessing five percent (5%) or more of the total combined voting power or value of all the classes of the capital stock of the
Company or of its parent, as defined in Section 424(e) of the Code, or a Subsidiary, or
(ii)such employee’s rights to purchase stock under all employee stock purchase plans (within the meaning of Section 423 of the Code) of the Company and its Subsidiaries accrues at a rate that exceeds $25,000 worth of stock (determined at the Fair Market Value of the Shares at the time such rights are granted) for each calendar year during which the rights to purchase such stock are outstanding at any time.
3.03. Employees of an Excluded Subsidiary shall not be eligible to participate in the Plan unless and until they transfer
employment to the Company or a Participating Subsidiary or the Plan Administrator re-designates the Excluded Subsidiary as a Participating Subsidiary. In any such event, the period during which an employee was employed by the Excluded Subsidiary shall be counted toward satisfaction of the three (3) consecutive months of employment required for the employee to be eligible under Section 2.07 to participate in the Plan following such transfer or re-designation.
Section 4. Payroll Deductions and Stock Purchase Account.
4.01. A Participant may elect payroll deductions of any multiple of one percent (1%) and not less than one percent (1%) nor more than ten percent (10%) of his or her Eligible Compensation. A Participant may, at any
time, increase or decrease the percentage of his or her payroll deduction within the foregoing limitations, and decrease his or her payroll deductions to zero percent (0%), as described in Section 7.01, by filing such form(s) as may be prescribed by the Plan Administrator indicating the change, such change to become effective with the first payroll period commencing on or after the receipt of the form(s) by the Company’s Human Resources Department.
4.02. Payroll deductions shall be credited currently to the Participant’s Stock Purchase Account. A Participant may not make any separate cash payment into his or her Stock Purchase Account.
4.03. No interest will be paid upon payroll deductions or upon any amount credited to, or on
deposit in, an employee’s Stock Purchase Account.
4.04. The Plan Administrator may establish procedures under which, if it is determined that a Participant’s payroll deductions are likely to result in a balance in the Participant’s Stock Purchase Account that will fund a purchase of Shares in excess of the limits in Section 3.02(ii) or Section 5.01, the Participant’s payroll deduction contributions to the Plan may be decreased, including to zero percent (0%), at any time during an Offering Period; any amounts in the Participant’s Stock Purchase Account that may not be applied to purchase Shares due to application of these limits will be refunded to the Participant; such Participant’s elected payroll deductions will be reinstated in the next Offering Period in which the Plan Administrator determines the share purchases funded by such deductions will not exceed the applicable limits.
Section
5. Purchase of Shares.
5.01. On each Purchase Date, each Participant shall automatically have purchased for him or her that number of whole Shares, not less than one, as can be purchased with the amount in his or her Stock Purchase Account on such Purchase Date, provided that in no event shall the number of Shares purchased during any Offering Period exceed five thousand (5,000).
5.02. With respect to any Offering Period, the per-Share purchase price of Shares purchased shall be eighty-five percent (85%) of the Fair Market Value on the Offering Date or the Purchase Date, whichever is lower (rounded up to the next higher full cent).
Section 6. Stock Purchase Account Balance.
6.01.
Subject to Section 7 of the Plan, any funds remaining in a Participant’s Stock Purchase Account after the purchase of Shares on a Purchase Date, which funds must be less than the purchase price of one Share on the Purchase Date, shall remain in his or her Stock Purchase Account and be applied toward the purchase of Shares on the next Purchase Date, unless the Participant withdraws from the Plan, in which case, any such funds shall be refunded to the Participant within thirty (30) days.
Section 7. Ending Participation in the Plan.
7.01. A Participant may, at any time, change his or her Eligible Compensation payroll deduction percentage to zero percent (0%) by filing such forms as may be prescribed by the Company’s Human Resources
Department indicating the change. At the end of an Offering Period, if a Participant’s payroll deduction of Eligible Compensation is zero percent (0%) and the Participant’s Stock Purchase Account balance is an amount less than the purchase price of one Share on the Purchase Date, such balance shall be refunded to him or her in the next payroll period. An Eligible Employee who has reduced his or her payroll deductions to zero percent (0%), but has not requested a withdrawal of previous deductions, may elect to increase his or her deductions at any time, as described in Section 4.01.
7.02. A Participant may, at any time, by completing the paper or online form(s) prescribed by the Company’s Human Resources Department, withdraw from the Plan and cease making any further payroll deductions. In such event, the
Company shall refund, within thirty (30) days, the entire balance, if any, in the employee’s Stock Purchase Account. An Eligible Employee who has withdrawn from the Plan may elect to re-enroll in the Plan, as described in Section 3.01.
7.03. Participation in the Plan shall cease upon the date of a Participant’s termination of employment, death, transfer to status other than an Eligible Employee, transfer to an Excluded Subsidiary or a change in the designation of a Participant’s employer to an Excluded Subsidiary, and any amounts theretofore credited to the individual’s Stock Purchase Account shall be refunded within thirty (30) days to the former Participant or to his or her estate. The commencement of an approved leave of absence shall not be deemed a termination of employment for purposes of this Section 7.03; rather, a leave of absence shall be deemed to result in a termination
of employment for purposes of this Section 7.03 on the later of (i) the date that ninety (90) days after the Participant’s commencement of an approved leave of absence, and (ii) the earlier of the date that the Participant’s approved leave of absence ends and the date the Participant no longer has a statutory or contractual right to re-employment.
Section 8. Transferability.
8.01. Stock purchase benefits granted hereunder may not be assigned, transferred, pledged or hypothecated (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation
or other disposition or levy of attachment or similar process upon the stock purchase benefits shall be null and void and without effect.
8.02. The funds accumulated in a Stock Purchase Account may not be assigned, transferred, pledged or hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or other disposition of the funds accumulated in the Stock Purchase Account shall be null and void and without effect.
8.03. The Plan Administrator may, from time to time, establish or modify minimum required holding periods for Shares purchased by all Participants under the Plan and, in connection therewith, may establish such rules and regulations as it determines to be necessary or appropriate for the administration of such minimum holding periods. Without limiting the generality of the
authority herein, the Plan Administrator may require that the Shares issued under the Plan be restricted or bear a legend against transfer or by requiring periodic certifications by Participants concerning compliance with such minimum required holding periods. The establishment of or any change to any minimum required holding period shall be made effective on an Offering Date, and notice thereof shall be given to all Participants at least thirty (30) days prior to such Offering Date by such means as the Plan Administrator determines to be appropriate in the circumstances. The failure of a Participant to receive any such notice shall not affect the establishment of any such minimum holding period or any change thereto with respect to that or any other Participant.
Section 9. Share Certificates; Rights as a Shareholder.
9.01.
Shares purchased under the Plan will be originally issued in uncertificated form. Shares issued under the Plan may contain restrictions against transfer (including applicable legends to that effect) as provided in Section 8.03.
9.02. The Company shall not be required to issue or deliver any Shares purchased unless such issuance and delivery comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, applicable state securities laws and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
9.03. Book-entries representing Shares purchased under the Plan shall be registered in the name of the Participant or jointly in the name of the Participant and another person, as the Participant may direct.
9.04. A Participant shall not be entitled to any of the rights or privileges of a shareholder of the Company with respect to Shares offered for purchase under the Plan, including the right to vote or direct the voting or to receive any dividends that may be declared by the Company, until (i) the Participant actually has paid the purchase price for such Shares and (ii) such Shares have been issued
and delivered as provided in this Section 9.
Section 10. Effective Date and Amendment or Termination of Plan.
10.01. The Plan was first adopted (but not implemented) by the Board in 2000. The Board approved implementation of the Plan effective as of February 1, 2002, and the Plan was subsequently approved by the shareholders of the Company in compliance with Section 423 of the Code.
10.02. The Board may at any time terminate the
Plan, suspend the Plan, or amend the Plan in any respect; provided, however, that, the Plan may not be amended in any way that will cause rights issued under the Plan to fail to meet the requirements for employee stock purchase plans as defined in Section 423 of the Code or any successor thereto, including, without limitation, shareholder approval if required. During any suspension of the Plan, no new Offering Period shall begin, no Eligible Employee shall be offered any opportunity to elect to participate in the Plan, and any existing payroll deductions elections shall be suspended, but any Share purchase rights granted for an Offering Period that began prior to the Plan suspension shall remain subject to the other provisions of this Plan.
Section 11. Plan Administrator.
11.01. In administering the Plan, it will be necessary
to follow various laws and regulations. It may be necessary from time to time to change or waive requirements of the Plan to conform with law, to meet special circumstances not anticipated or covered in the Plan, or to carry on successful operations of the Plan. Therefore, the Plan Administrator shall have full power and authority to make variations in the provisions of the Plan for such purposes and to determine any questions which may arise regarding interpretation and application of the provisions of the Plan, including, without limitation, adopting such rules, procedures and sub-plans as may be necessary, desirable or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside the United States by a non-U.S. Participating Subsidiary, and to achieve tax, securities law and other compliance objectives in particular locations outside the United States, which may include, to the extent permitted by Section 423 of the Code
and regulations thereunder, granting options to citizens or residents of a non-U.S. jurisdiction that are less favorable than the terms of purchase rights generally granted under the Plan to employees resident in the United States. Without limiting the generality of the foregoing, the Plan Administrator is specifically authorized to adopt rules and procedures regarding payroll deductions, payment of interest, conversion of local currency, payroll tax, the definition of Eligible Compensation, withholding procedures and handling of book entries that vary with local requirements. The Plan Administrator may promulgate rules regarding the time and manner for submitting any required notice or form contemplated under the Plan, which may include a requirement that the notice be on file with the Company’s designated office for a reasonable period before it will be effective. Subject to the terms
of the Plan and applicable law, the Plan Administrator may delegate ministerial duties associated with the administration of the Plan to such Company officers, employees or agents as the Plan Administrator may determine. The determination of the Plan Administrator as to the interpretation and operation of the Plan shall be final and conclusive.
Section 12. Stock Dividend or Reclassification or Corporate Transaction.
12.01. Upon the payment of any stock dividend, or the occurrence of a stock split, reverse stock split or reclassification by way of split-up in the number of Shares of the Company, the Plan Administrator shall make such equitable adjustments as it deems appropriate to the total number of Shares authorized by Section
13.01 to be sold under the Plan, to the number of Shares subject to purchase under outstanding share purchase rights, and to the share purchase exercise price or prices applicable to outstanding purchase rights.
12.02. In the event of a Corporate Transaction, appropriate adjustments shall be made to give effect thereto on an equitable basis in terms of issuance of shares of the surviving or successor corporation resulting from the Corporate Transaction (or the parent of such corporation). If such surviving or successor corporation (or the parent thereof) refuses to continue or assume outstanding purchase rights under the Plan, or issue substitute rights for such outstanding rights, then the Plan Administrator may, in its discretion, either terminate the Plan
or shorten the Offering Period then in progress by setting a new Purchase Date for a specified date before the date of the consummation of the Corporate Transaction. In the event of a change in the Purchase Date, each Participant shall be notified in writing, prior to any new Purchase Date, that the Purchase Date for the existing Offering has been changed to the new Purchase Date and that the Participant’s right to acquire Shares will be exercised automatically on the new Purchase Date unless prior to such date the Participant’s employment has been terminated or the Participant has withdrawn from the Plan. In the event of a dissolution or liquidation of the Company, any Offering Period then in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Board.
Section
13. Shares to be Sold.
13.01. Subject to the terms of Section 12.01, the number of Shares authorized to be sold under the Plan on or after February 1, 2000 shall not exceed 5 million. If the total number of Shares which may otherwise be sold on any Purchase Date, exceeds the maximum number of Shares authorized to be sold, reduced by the number of Shares previously sold under the Plan, the Company shall make a pro rata allocation of the Shares available for delivery and distribution in a uniform manner, to the extent practicable, and as it shall determine to be equitable, and the balance of payroll deductions credited to the Stock Purchase Account of each Participant shall be returned to him or her as promptly as possible.
Section
14. Notices.
14.01. Notices to the Company pertaining to the Plan may be addressed as follows: