Exhibit 10.2
BIOSPHERE MEDICAL, INC.
2000 Employee Stock Purchase
Plan
The purpose of this Plan is to
provide eligible employees of BioSphere Medical, Inc.
(the “Company”) and certain of its subsidiaries with
opportunities to purchase shares of the Company’s common
stock, $0.01 par value (the “Common Stock”), commencing
on July 1, 2000. Fifty Thousand (50,000) shares of Common
Stock in the aggregate have been approved for this purpose. This
Plan is intended to qualify as an “employee stock purchase
plan” as defined in Section 423 of the Internal Revenue
Code of 1986, as amended (the “Code”), and the
regulations promulgated thereunder, and shall be interpreted
consistent therewith.
1.
ADMINISTRATION. The Plan will be
administered by the Company’s Board of Directors (the
“Board”) or by a Committee appointed by the Board (the
“Committee”). The Board or the Committee has authority
to make rules and regulations for the administration of the
Plan and its interpretation and decisions with regard thereto shall
be final and conclusive.
2.
ELIGIBILITY. All employees of the
Company, including Directors who are employees, and all employees
of any subsidiary of the Company (as defined in
Section 424(f) of the Code) designated by the Board or
the Committee from time to time (a “Designated
Subsidiary”), are eligible to participate in any one or more
of the offerings of Options (as defined in Section 9) to
purchase Common Stock under the Plan provided that:
(a)
they are customarily employed by the
Company or a Designated Subsidiary for more than 20 hours a week
and for more than five months in a calendar year; and
(b)
they have been employed by the
Company or a Designated Subsidiary for at least three months prior
to enrolling in the Plan; and
(c)
they are employees of the Company or
a Designated Subsidiary on the first day of the applicable Plan
Period (as defined below).
No employee may be granted an option
hereunder if such employee, immediately after the option is
granted, owns 5% or more of the total combined voting power or
value of the stock of the Company or any subsidiary. For purposes
of the preceding sentence, the attribution rules of
Section 424(d) of the Code shall apply in determining the
stock ownership of an employee, and all stock which the employee
has a contractual right to purchase shall be treated as stock owned
by the employee.
3.
OFFERINGS. The Company will make one or more offerings
(“Offerings”) to employees to purchase stock under this
Plan. Offerings will begin each July 1 and January 1, or
the first business day thereafter (the “Offering Commencement
Dates”). Each Offering Commencement Date will begin a six
month period (a “Plan Period”) during which payroll
deductions will be made and held for the purchase of Common Stock
at the end of the Plan
Period. The Board or the Committee may, at its
discretion, choose a different Plan Period of twelve (12) months or
less for subsequent Offerings.
4.
PARTICIPATION. An employee eligible on the Offering Commencement
Date of any Offering may participate in such Offering by completing
and forwarding a payroll deduction authorization form to the
employee’s appropriate payroll office at least 14 days prior
to the applicable Offering Commencement Date. The form will
authorize a regular payroll deduction from the Compensation
received by the employee during the Plan Period. Unless an employee
files a new form or withdraws from the Plan, his deductions and
purchases will continue at the same rate for future Offerings under
the Plan as long as the Plan remains in effect. The term
“Compensation” means the amount of money reportable on
the employee’s Federal Income Tax Withholding Statement,
excluding overtime, incentive or bonus awards, allowances and
reimbursements for expenses such as relocation allowances for
travel expenses, income or gains on the exercise of Company stock
options and similar items, whether or not shown on the
employee’s Federal Income Tax Withholding
Statement.
5.
DEDUCTIONS. The Company will maintain payroll deduction accounts
for all participating employees. With respect to any Offering made
under this Plan, an employee may authorize a payroll deduction in
any dollar amount up to a maximum of 10% of the Compensation he or
she receives during the Plan Period or such shorter period during
which deductions from payroll are made. Payroll deductions may be
at the rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, or 10% of
Compensation with any change in compensation during the Plan Period
to result in an automatic corresponding change in the dollar amount
withheld.
No employee may be granted an Option
(as defined in Section 9) which permits his rights to purchase
Common Stock under this Plan and any other employee stock purchase
plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds
$25,000 of the fair market value of such Common Stock (determined
at the Offering Commencement Date of the Plan Period) for each
calendar year in which the Option is outstanding at any
time.
6.
DEDUCTION CHANGES. An employee may decrease or discontinue his
payroll deduction once during any Plan Period, by filing a new
payroll deduction authorization form. However, an employee may not
increase his payroll deduction during a Plan Period. If an employee
elects to discontinue his payroll deductions during a Plan Period,
but does not elect to withdraw his funds pursuant to Section 8
hereof, funds deducted prior to his election to discontinue will be
applied to the purchase of Common Stock on the Exercise Date (as
defined below).
7.
INTEREST. Interest will not be paid on any employee accounts,
except to the extent that the Board or the Committee, in its sole
discretion, elects to credit employee accounts with interest at
such per annum rate as it may from time to time
determine.
8.
WITHDRAWAL OF FUNDS. An employee may at any time prior to the close
of business on the last business day in a Plan Period and for any
reason permanently draw out the balance accumulated in the
employee’s account and thereby withdraw from participation in
an
1
Offering. Partial withdrawals are not permitted.
The employee may not begin participation again during the remainder
of the Plan Period.
The employee may participate in any
subsequent Offering in accordance with terms and conditions
established by the Board or the Committee.
9.
PURCHASE OF SHARES. On the Offering Commencement Date of each Plan
Period, the Company will grant to each eligible employee who is
then a participant in the Plan an option (“Option”) to
purchase on the last business day of such Plan Period (the
“Exercise Date”), at the Option Price hereinafter
provided for, the largest number of whole shares of Common Stock of
the Company as does not exceed the number of shares determined by
multiplying $2,083 by the number of full months in the Offering
Period and dividing the result by the closing price (as defined
below) on the Offering Commencement Date of such Plan
Period.
The purchase price for each share
purchased will be 85% of the closing price of the Common Stock on
(i) the first business day of such Plan Period or
(ii) the Exercise Date, whichever closing price shall be less.
Such closing price shall be (a) the closing price on any
national securities exchange on which the Common Stock is listed,
(b) the closing price of the Common Stock on the Nasdaq
National Market or (c) the average of the closing bid and
asked pri
