Exhibit 10.01
CONCUR TECHNOLOGIES,
INC.
2008 EMPLOYEE STOCK PURCHASE
PLAN
1. Establishment of
Plan . Concur
Technologies, Inc. (the “Company” )
proposes to grant options for purchase of the Company’s
Common Stock to eligible employees of the Company and its
Participating Companies (as hereinafter defined) pursuant to this
Employee Stock Purchase Plan (this “Plan”
). For purposes of this Plan, “Parent
Corporation” and
“Subsidiary” shall have the same meanings
as “parent corporation” and “subsidiary
corporation” in Sections 424(e) and 424(f), respectively, of
the Internal Revenue Code of 1986, as amended (the
“Code” ). “Participating
Companies” are Parent Corporations or Subsidiaries
that the Board of Directors of the Company (the
“Board” ) designates from time to time as
corporations that shall participate in this Plan. The Company
intends this Plan to qualify as an “employee stock purchase
plan” under Section 423 of the Code (including any
amendments to or replacements of such Section), and this Plan shall
be so construed. Any term not expressly defined in this Plan but
defined for purposes of Section 423 of the Code shall have the
same definition herein. A total of 500,000 shares of the
Company’s Common Stock is initially reserved for issuance
under this Plan. In addition, on each October 1 (commencing
with October 1, 2009 and ending with October 1, 2017),
the aggregate number of shares of the Company’s Common Stock
reserved for issuance under the Plan shall be increased
automatically by a number of shares equal to one percent
(1%) of the total outstanding shares of the Company as of the
immediately preceding September 30; provided that such
increase shall in no event exceed 500,000 shares per year. Such
number shall be subject to adjustments effected in accordance with
Section 14 of this Plan.
2. Purpose
. The purpose of this Plan is to
provide eligible employees of the Company and Participating
Companies with a convenient means of acquiring an equity interest
in the Company through payroll deductions, to enhance such
employees’ sense of participation in the affairs of the
Company and Participating Companies, and to provide an incentive
for continued employment.
3. Administration
. This Plan shall be administered by
the Compensation Committee of the Board (the
“Committee” ). Subject to the provisions
of this Plan and the limitations of Section 423 of the Code or
any successor provision in the Code, all questions of
interpretation or application of this Plan shall be determined by
the Committee and its decisions shall be final and binding upon all
participants. Members of the Committee shall receive no
compensation for their services in connection with the
administration of this Plan, other than standard fees as
established from time to time by the Board for services rendered by
Board members serving on Board committees. All expenses incurred in
connection with the administration of this Plan shall be paid by
the Company.
4. Eligibility
. Any employee of the Company or the
Participating Companies is eligible to participate in an Offering
Period (as hereinafter defined) under this Plan except the
following:
(a) employees who are not employed
by the Company or a Participating Company (10) days before the
beginning of such Offering Period;
(b) employees who are customarily
employed for twenty (20) hours or less per week;
(c) employees who are customarily
employed for five (5) months or less in a calendar
year;
(d) employees who, together with any
other person whose stock would be attributed to such employee
pursuant to Section 424(d) of the Code, own stock or hold
options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock
of the Company or any of its Participating Companies or who, as a
result of being granted an option under this Plan with respect to
such Offering Period, would own stock or hold options to purchase
stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Company or any of its Participating Companies; and
(e) individuals who provide services
to the Company or any of its Participating Companies as independent
contractors who are reclassified as common law employees for any
reason except for federal income and employment tax
purposes.
5. Offering Dates
. The offering periods of this Plan
(each, an “Offering Period” ) generally
shall be of three (3) months duration commencing on
February 1 (excluding February 1,
2009) May 1, August 1, and November 1 of
each year and ending on the business day immediately preceding the
start of the next Offering Period. The first such Offering Period
under the preceding sentence shall commence on May 1, 2009. An
Offering Period shall also commence on the later of the date this
Plan is adopted by the Board and November 26, 2008 (the
“Initial Offering Period” ). The Initial
Offering Period shall end on April 30, 2009. Each Offering
Period shall consist of one (1) purchase period (a
“Purchase Period” ) during which payroll
deductions of the participants are accumulated under this Plan. The
first business day of each Offering Period is referred to as the
“Offering Date” . The last business day
of each Purchase Period is referred to as the “Purchase
Date” . The Committee shall have the power to change
the duration of subsequent Offering Periods in its sole discretion,
but no Offering Period shall be longer than twenty-seven
(27) months unless permitted under Section 423 of the
Code.
6. Participation in this
Plan . Eligible employees
may become participants in an Offering Period under this Plan on
that Offering Period’s Offering Date after satisfying the
eligibility requirements by delivering a subscription agreement to
the Company’s treasury department (the
“Treasury Department” ) not later
than five (5) days before such Offering Date. Notwithstanding
the foregoing, the Committee may set a later time for filing the
subscription agreement authorizing payroll deductions for all
eligible employees with respect to a given Offering Period. An
eligible employee who does not deliver a subscription agreement to
the Treasury Department by such date after becoming eligible to
participate in such Offering Period shall not participate in that
Offering Period or any subsequent Offering Period unless such
employee enrolls in this Plan by filing a subscription agreement
with the Treasury Department not later than five (5) days
preceding a subsequent Offering Date. Once an employee becomes a
participant in an Offering Period, such employee will automatically
participate in the immediately succeeding Offering Period unless
the employee withdraws or is deemed to withdraw from this Plan or
terminates further participation in the Offering Period as set
forth in Section 11 below. Such participant is not required to
file any additional subscription agreement in order to continue
participation in this Plan. An eligible employee may not
participate in more than one Offering Period at a time.
Notwithstanding the foregoing, for the Initial Offering Period all
eligible employees shall automatically be enrolled, with the
opportunity to elect contribution percentages and to withdraw as
provided in the Plan.
7. Grant of Option
. On the Offering Date of each
Offering Period each eligible employee who is enrolled in this Plan
with respect to such Offering Period will receive a grant (as of
the Offering Date) by the Company to such employee of an option to
purchase on the Purchase Date up to that number of shares of Common
Stock of the Company determined by dividing (a) the amount
accumulated in such employee’s payroll deduction account
during such
Purchase Period by (b) ninety-five percent
(95%) of the fair market value of a share of the
Company’s Common Stock on the Purchase Date (but in no event
less than the par value of a share of the Company’s Common
Stock), provided, however , that the number of shares
of the Company’s Common Stock subject to any option granted
pursuant to this Plan shall not exceed the lesser of (x) the
maximum number of shares set by the Committee pursuant to
Section 10(c) below with respect to the applicable Purchase
Date, or (y) the maximum number of shares which may be
purchased pursuant to Section 10(b) below with respect to the
applicable Purchase Date. The fair market value of a share of the
Company’s Common Stock shall be determined as provided in
Section 8 below.
8. Purchase Price
. The purchase price per share at
which a share of Common Stock will be sold in any Offering Period
shall be ninety-five percent (95%) of the fair market value on
the Purchase Date. For purposes of this Plan, the term
“Fair Market Value” means, as of any
date, the value of a share of the Company’s Common Stock
determined as follows:
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(a)
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if such Common
Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common
Stock is listed or admitted to trading as reported in The Wall
Street Journal ;
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(b)
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if such Common
Stock is publicly traded but is not listed or admitted to trading
on a national securities exchange, the average of the closing bid
and asked prices on the date of determination as reported in The
Wall Street Journal ; or
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(c)
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if none of the
foregoing is applicable, by the Board in good faith.
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9. Payment Of Purchase Price;
Changes In Payroll Deductions; Issuance Of Shares
.
(a) The purchase price of the shares
is accumulated by regular payroll deductions made during each
Offering Period. The deductions are made as a percentage of the
participant’s compensation in one percent
(1%) increments not less than two percent (2%), nor greater
than fifteen percent (15%) or such lower limit set by the
Committee. Compensation shall mean all W-2 cash compensation,
including, but not limited to, base salary, wages, commissions,
overtime, shift premiums and bonuses, plus draws against
commissions, provided , however , that for purposes
of determining a participant’s compensation, any election by
such participant to reduce his or her regular cash remuneration
under Sections 125 or 401(k) of the Code shall be treated as if the
participant did not make such election. Payroll deductions shall
commence on the first payday of the Offering Period and shall
continue to the end of the Offering Period unless sooner altered or
terminated as provided in this Plan. Notwithstanding the foregoing,
with respect to the Initial Offering Period contributions shall not
commence with respect to a participant until the date on which an
effective registration statement for shares reserved under the Plan
is on file with the SEC. For any Offering Period, but subject to
Section 19 of the Plan and the requirements of
Section 423 of the Code, the Company may, but need not, permit
all participants to also make contributions by check, by such
uniformly applied deadline as the Company shall announce at the
time.
(b) A participant may increase or
decrease the rate of payroll deductions during an Offering Period
by filing with the Treasury Department a new authorization for
payroll deductions, in which case the new rate shall become
effective for the next payroll period commencing more than fifteen
(15) days after the Treasury Department’s receipt of the
authorization and shall continue for the remainder of the Offering
Period unless changed as described below. Such change in the rate
of payroll deductions may be made at any time during an Offering
Period, but
not more than one (1) change may be made
effective during any Purchase Period. A participant may increase or
decrease the rate of payroll deductions for any subsequent Offering
Period by filing with the Treasury Department a new authorization
for payroll deductions not later than fifteen (15) days before
the beginning of such Offering Period.
(c) A participant may reduce his or
her payroll deduction percentage to zero during an Offering Period
by filing with the Treasury Department a request for cessation of
payroll deductions. Such reduction shall be effective beginning
with the next payrol
