Exhibit
99.1
L-1 IDENTITY SOLUTIONS,
INC.
AMENDED AND RESTATED 2006
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE . The purpose of
this Employee Stock Purchase Plan (the “Plan”) is to
provide employees of L-1 Identity Solutions, Inc., a Delaware
corporation (the “Company”), and its subsidiaries, who
wish to become stockholders of the Company an opportunity to
purchase shares of the Common Stock, $.001 par value per share, of
the Company (the “Shares”). The Plan is intended to
qualify as an “employee stock purchase plan” within the
meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the “Code”).
2. ELIGIBLE EMPLOYEES .
Subject to provisions of Sections 7, 8 and 9 below, any individual
who is in the full-time employment (as defined below) of the
Company, or any of its subsidiaries (as defined in Section 424(f)
of the Code) the employees of which are designated by the Board of
Directors of the Company (the “Board”) as eligible to
participate in the Plan, is eligible to participate in any Offering
of Shares (as defined in Section 3 below) made by the Company
hereunder. Full-time employment shall include all employees whose
customary employment is:
(a) in excess of 20 hours per week;
and
(b) more than five months in the
relevant calendar year.
3. OFFERING DATES . From time
to time the Company, by action of the Board, will grant rights to
purchase Shares to employees eligible to participate in the Plan
pursuant to one or more offerings (each of which is an
“Offering”) on a date or series of dates (each of which
is an “Offering Date”) designated for this purpose by
the Board.
4. PRICES . The Price per
share for each grant of rights hereunder shall be the lesser
of:
(a) eighty-five percent (85%) of the
fair market value of a Share on the Offering Date on which such
right was granted; or
(b) eighty-five percent (85%) of the
fair market value of a Share on the date such right is
exercised.
At its discretion, the Board of
Directors may determine a higher price for a grant of
rights.
For purposes of this Plan, the term
“fair market value” on any date means (i) the average
(on that date) of the high and low prices of the Company’s
Common Stock on the principal national securities exchange on which
the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the average of the closing
bid and asked prices last quoted (on that date) by an established
quotation service
for over-the-counter securities, if
the Common Stock is not reported on a national securities exchange.
If the Company’s Common Stock is not publicly traded at the
time a right is granted under this Plan, “fair market
value” shall mean the fair market value of the Common Stock
as determined by the Board after taking into consideration all
factors which it deems appropriate, including, without limitation,
recent sale and offer prices of the Common Stock in private
transactions negotiated at arm’s length.
5. EXERCISE OF RIGHTS AND METHOD
OF PAYMENT .
(a) Rights granted under the Plan
will be exercisable periodically on specified dates as determined
by the Board.
(b) The method of payment for Shares
purchased upon exercise of rights granted hereunder shall be
through regular payroll deductions or by lump sum cash payment, or
both, as determined by the Board. No interest shall be paid upon
payroll deductions unless specifically provided for by the
Board.
(c) Any payments received by the
Company from a participating employee and not utilized for the
purchase of Shares upon exercise of a right granted hereunder shall
be promptly returned to such employee by the Company after
termination of the right to which the payment relates.
6. TERM OF RIGHTS . Rights
granted on any Offering Date shall be exercisable upon the
expiration of such period (“Offering Period”) as shall
be determined by the Board when it authorizes the Offering,
provided that such Offering Period shall in no event be longer than
twenty-seven (27) months.
7. SHARES SUBJECT TO THE PLAN
. No more than 2,500,000 Shares may be sold pursuant to rights
granted under the Plan; provided , however , that
appropriate adjustment shall be made in such number, in the number
of Shares covered by outstanding rights granted hereunder, in the
exercise price of the rights and in the maximum number of Shares
which an employee may purchase (pursuant to Section 9 below) to
give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant
changes in the capitalization of the Company occurring after the
effective date of the Plan, provided that no fractional Shares
shall be subject to a right and each right shall be adjusted
downward to the nearest full Share. Any agreement of merger or
consolidation will include provisions for protection of the then
existing rights of participating employees under the Plan. Either
authorized and
