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Exhibit 10(O)
COMPUDYNE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
ARTICLE 1
PURPOSE
-------
1.1 PURPOSE OF PLAN
.........................................................1
ARTICLE 2
DEFINITIONS
-----------
2.1 ACCOUNT
.................................................................1
2.2 BOARD
...................................................................1
2.3 CODE
....................................................................1
2.4 COMPANY
.................................................................1
2.5 COMPENSATION
............................................................1
2.6 EFFECTIVE DATE
..........................................................1
2.7 EMPLOYEE
................................................................1
2.8 EMPLOYEES' AGENT
........................................................1
2.9 EMPLOYER
................................................................1
2.10 PARTICIPANT
.............................................................1
2.11 PLAN
....................................................................1
2.12 PURCHASE
................................................................1
2.13 PURCHASE PRICE
..........................................................2
2.14 SHARES or STOCK
.........................................................2
2.15 SUBSIDIARY/IES
..........................................................2
ARTICLE 3
ADMINISTRATION OF THE PLAN
--------------------------
3.1 BY THE COMPANY
..........................................................2
ARTICLE 4
EMPLOYEES ELIGIBLE TO PURCHASE STOCK
------------------------------------
4.1 ELIGIBILITY
.............................................................2
ARTICLE 5
STOCK
-----
5.1 STOCK MAXIMUM
...........................................................2
ARTICLE 6
PURCHASES; AUTHORIZATION OF PAYROLL DEDUCTIONS BY
PARTICIPANTS
--------------------------------------------------------------
6.1 PURCHASES
...............................................................3
6.2 PAYROLL DEDUCTIONS
..................................................... 3
6.3 COMPANY CONTRIBUTIONS
...................................................3
ARTICLE 7
TERMS AND CONDITIONS OF PURCHASES
---------------------------------
7.1 TERMS AND CONDITIONS
....................................................4
ARTICLE 8
WITHDRAWALS FROM PARTICIPANT ACCOUNTS
-------------------------------------
8.1 REVOCATION
..............................................................5
<PAGE>
8.2 CERTIFICATE REQUESTS; HOLDING PERIOD; DIRECTIONS TO SELL;
TRANSACTIONAL .5
8.3 TERMINATION OF EMPLOYMENT
...............................................5
8.4 TERMINATION OF EMPLOYMENT DUE TO DEATH
..................................6
ARTICLE 9
RECAPITALIZATION, REORGANIZATION OR CHANGE IN CAPITALIZATION
------------------------------------------------------------
9.1 COMPANY'S DISCRETION
....................................................6
9.2 CORPORATE TRANSACTIONS
..................................................6
ARTICLE 10
AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
10.1 AMENDMENT OR TERMINATION
................................................6
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 NON-TRANSFERABILITY
.................................................... 7
11.2 NO EMPLOYMENT RIGHT
.................................................... 7
11.3 TAX WITHHOLDING
.........................................................7
11.4 GOVERNMENT AND OTHER REGULATIONS
........................................7
11.5 INDEMNIFICATION
.........................................................7
11.6 RELIANCE ON REPORTS
.....................................................8
11.7 GOVERNING LAW
...........................................................8
11.8 RELATIONSHIP TO OTHER BENEFITS
..........................................8
11.9 EXPENSES
................................................................8
11.10 TITLES AND HEADINGS
.....................................................8
11.11 NON-EXCLUSIVITY OF PLAN
.................................................8
11.12 DESIGNATION OF BENEFICIARY
..............................................8
11.13 USE OF FUNDS
............................................................8
11.14 EFFECT OF PLAN
..........................................................9
<PAGE>
COMPUDYNE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1
PURPOSE
-------
1.1 PURPOSE OF PLAN. This Employee Stock Purchase Plan is
intended to
encourage employees of CompuDyne Corporation (the "Company") and
its
subsidiaries to remain in the employ of the Company and to
participate in its
growth by permitting them to purchase shares of Company common
stock. Such
purchases shall be made from funds accumulated through payroll
deductions and
Company contributions.
ARTICLE 2
DEFINITIONS
-----------
2.1 ACCOUNT. means the account established and maintained for
each
Participant under the Plan, which in turn shall be comprised of
two
sub-accounts: the Stock Account established and maintained by
the Employees'
Agent to hold Shares of Stock acquired pursuant to the Plan, and
the Withholding
Account, established and maintained by the Employees' Agent and
which is to be
credited with cash deposited by the Employer and awaiting
investment in Shares
of Stock.
2.2 BOARD. means the Board of Directors of the Company.
2.3 CODE. means the Internal Revenue Code of 1986, as
amended.
2.4 COMPANY. means CompuDyne Corporation and its successors.
2.5 COMPENSATION. means W-2 wages which, but for an election
under this Plan, would be payable in cash to the Participant by
the Company.
2.6 EFFECTIVE DATE. means the first day of the first payroll
period beginning after October 1, 1999.
2.7 EMPLOYEE. means any employee of an Employer who is at
least
eighteen (18) years old and whose customary employment is at
least thirty (30)
hours per week.
2.8 EMPLOYEES' AGENT means the registered broker-dealer
designated by
the Company to purchase stock pursuant to the terms of the Plan
and establish
and maintain individual Participants' Accounts.
2.8 EMPLOYER. means the Company and its Subsidiaries.
2.9 PARTICIPANT. means any Employee who participates in the
Plan as provided in Article 6. A Participant shall continue to
be a Participant
as long as he or she has a Withholding Account.
2.10 PLAN. means the CompuDyne Corporation Employee Stock
Purchase Plan, as herein set forth, and as amended from time to
time.
2.11 PURCHASE. means any purchase of Shares of Stock made in
accordance with the terms and conditions of the Plan.
2.12 PURCHASE PRICE. means the price per Share at which
Stock
may be purchased under the Plan, as determined by the Company in
accordance
with Section 7.1(a).
2.13 SHARES or STOCK. means shares of the common stock, par
value $.75 per share, of the Company.
2.14 SUBSIDIARY/IES. means any entity bearing a relationship to
the
Company that is described in section 424(f) of the Code and
designated as a
participating Employer in the Plan by the Company. All entities
bearing such a
relationship as of the Effective Date shall be deemed
Subsidiaries hereunder.
<PAGE>
ARTICLE 3
ADMINISTRATION OF THE PLAN
--------------------------
3.1 BY THE COMPANY. The Plan shall be administered by the
Company,
which shall have full power and authority to: (i) interpret and
administer the
Plan and any instrument or agreement entered into under the
Plan; (ii) establish
such rules and regulations and appoint such agents as it shall
deem appropriate
for the proper administration of the Plan; and (iii) make any
other
determination and take any other action that the Company deems
necessary or
desirable for administration of the Plan. Decisions of the
Company shall be
final, conclusive and binding upon all persons, including any
Participant and
any other employee of the Company.
ARTICLE 4
EMPLOYEES ELIGIBLE TO PURCHASE STOCK
------------------------------------
4.1 ELIGIBILITY. All Employees of the Company, including
employees who
are members of a collective bargaining unit covered under a
collective
bargaining agreement, who are regularly scheduled to work at
least thirty (30)
hours per week shall be eligible to Purchase Stock under the
Plan as of the
first day of the month after completing such eligibility
requirements.
ARTICLE 5
STOCK
-----
5.1 STOCK MAXIMUM; STOCK. The maximum number of Shares of Stock
which
may be Purchased under the Plan is 100,000 Shares, subject,
however, to
adjustment as hereinafter provided. The Company shall purchase,
on the open
market, the number of Shares of Stock to be Purchased under the
Plan. The
Company may, in its discretion, make available previously
authorized but
unissued stock for Purchase under the Plan.
ARTICLE 6
PURCHASES; AUTHORIZATION OF PAYROLL DEDUCTIONS BY
PARTICIPANTS
--------------------------------------------------------------
6.1 PURCHASES. Unless otherwise specified by the Company, there
shall
be 12 Purchase dates under the Plan during each twelve (12)
month calendar year
during which this Plan is in effect and, unless otherwise
specified by the
Company, the day of Purchase shall be one day in each calendar
month determined
by the Company to be practicable for the Company to effect
Purchase elections.
6.2 PAYROLL DEDUCTIONS. Each Employee shall become a
Participant
pursuant to the terms of the Plan by filing an election to
participate in the
Plan in the form of a payroll deduction authorization (in the
manner prescribed
by the Company) on or prior to the fifteenth (15th) day
preceding the month in
which the Employee becomes eligible to participate in the Plan.
The election
shall specify a whole dollar amount, up to one hundred dollars
($100) per week
of Compensation which the Employee wishes to apply to the
Purchase for each
payroll period until the Employee properly revokes or changes
his or her
election, subject to the limitations contained in Sections 4.1
and 7.1(b).
Contributions by Employees shall be made through payroll
deduction. The election
shall be adjusted to conform to each Employee's payroll period
pursuant to the
following schedule:
<TABLE>
<CAPTION>
<S> <C> <C>
If an Employee's normal pay period is: The Employee's maximum
contribution
-------------------------------------
-----------------------------------
per pay period is:
------------------
Weekly
$100
Bi-Weekly
$200
Semi-Monthly
$216
</TABLE>
Payroll deductions (a) shall commence with the first regular
payroll period
after the Company accepts a properly filed Employee payroll
deduction election
and (b) shall end on the last day of the last regular payroll
period in which
the Employee elects in writing to cease participation, or, if
earlier, on the
last day of the last regular payroll period prior to the
termination of the
Participant's employment with the Employer. An Employee may
revoke his or her
election at any time; however, in such case, the Employee must
wait six (6)
months after revocation to re-enter the Plan, as if he or she
were a new
Employee on the date of any such revocation. If the
Participant's termination of
employment or revocation election occurs on or within a time
prior to the last
day of the payroll period in which it is not reasonably
practicable for the
Company to render ineffective the Participant's Purchase
election existing at
the time of the employment termination or revocation and the
Company or its
designee implements the Purchase electio
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