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EXHIBIT 10.2
AS AMENDED EFFECTIVE
OCTOBER 11, 2005
SYNOVIS LIFE TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1.
PURPOSE. The purpose of this Employee Stock Purchase Plan (the
"Plan") is to advance the interests of Synovis Life Technologies,
Inc. (formerly
Bio-Vascular, Inc.) ("the Company") and its shareholders by
providing Employees
of the Company and its Designated Subsidiaries (as defined in
Section 2(e)
below) with an opportunity to acquire an ownership interest in the
Company
through the purchase of Common Stock of the Company on favorable
terms through
payroll deductions. It is the intention of the Company that the
Plan qualify as
an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code
of 1986, as amended (the "Code"). Accordingly, provisions of the
Plan shall be
construed so as to extend and limit participation in a manner
consistent with
the requirements of Section 423 of the Code.
SECTION 2.
DEFINITIONS.
(a) "Board" means the Board of Directors of the Company.
(b) "Common Stock" means the common stock, par value $.01 per
share,
of the
Company, or the number and kind of shares of stock or other
securities
into which such common stock may be changed in accordance with
Section 13 of
the Plan.
(c) "Committee" means the entity administering the Plan, as
provided
in Section
3 below.
(d) "Compensation" means regular straight-time earnings and
commissions that are included in regular compensation, excluding
all other
amounts
such as amounts attributable to overtime, shift premium,
incentive
compensation and bonuses (except to the extent that the inclusion
of any
such item
is specifically directed by the Committee), determined in a
manner
consistent with the requirements of Section 423 of the Code, as
provided
in Section 1 above.
(e) "Designated Subsidiary" means a Subsidiary that has been
designated
by the Board from time to time, in its sole discretion, as
eligible
to participate in the Plan.
(f) "Employee" means any person, including an officer, who is
employed
by the Company or one of its Designated Subsidiaries, exclusive
of any
such person whose customary employment with the Company or a
Designated
Subsidiary is for 20 hours or less per week.
(g) "Exchange Act" means the Securities Exchange Act of 1934,
as
amended.
(h) "Fair Market Value" means, with respect to the Common Stock,
as
of any
date:
(i) if the Common Stock is listed or admitted to unlisted
trading privileges on any national securities exchange or is not
so
listed or admitted but transactions in the Common Stock are
reported
on the Nasdaq National Market, the average of the reported high
and
low sale prices of the Common Stock on such exchange or by the
Nasdaq National Market as of such date (or, if no shares were
traded
on such day, as of the next preceding day on which there was such
a
trade); or
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(ii) if the Common Stock is not so listed or admitted to
unlisted trading privileges or reported on the Nasdaq National
Market, and bid and asked prices therefor in the
over-the-counter
market are reported by the Nasdaq SmallCap Market or the
National
Quotation Bureau, Inc. (or any comparable reporting service),
the
average of the closing bid and asked prices as of such date, as
so
reported by the Nasdaq SmallCap Market, or, if not so reported
thereon, as reported by the National Quotation Bureau, Inc. (or
such
comparable reporting service); or
(iii) if the Common Stock is not so listed or admitted to
unlisted trading privileges, or reported on the Nasdaq National
Market, and such bid and asked prices are not so reported, such
price as the Committee determines in its sole discretion, but in
a
manner acceptable under Section 423 of the Code.
(i) "Insider" means any Participant who is subject to Section 16
of
the
Exchange Act.
(j) "Offering" means any of the offerings to Participants of
options
to
purchase Common Stock under the Plan, each continuing for three
months,
as
described in Section 5 below.
(k) "Offering Date" means the first day of the period of an
Offering
under the Plan,
as described in Section 5 below.
(l) "Option Price" is defined in Section 8 below.
(m) "Participant" means an eligible Employee who elects to
participate in the Plan pursuant to Section 6 below.
(n) "Securities
Act" means the Securities Act of 1933, as amended.
(o) "Subsidiary" means any subsidiary corporation of the
Company
within the
meaning of Section 424(f) of the Code.
(p) "Termination Date" means the last day of the period of an
Offering
under the Plan, as described in Section 5 below.
SECTION 3.
ADMINISTRATION. So long as the Company has a class of its
equity securities registered under Section 12 of the Exchange Act,
the Plan will
be administered by a committee (the "Committee") consisting solely
of not less
than two members of the Board who are "disinterested persons"
within the meaning
of Rule 16b-3 under the Exchange Act. Members of such a committee
shall be
appointed from time to time by the Board, shall serve at the
pleasure of the
Board, and may resign at any time upon written notice to the Board.
A majority
of the members of such a committee shall constitute a quorum. Such
a committee
shall act by majority approval of the members and shall keep
minutes of its
meetings. Action of such a committee may be taken without a meeting
if unanimous
written consent is given. Copies of minutes of such a committee's
meetings and
of its actions by written consent shall be kept with the corporate
records of
the Company. As used in this Plan, the term "Committee" will refer
to such
committee. In accordance with and subject to the provisions of the
Plan, the
Committee shall have authority to make, administer and interpret
such rules and
regulations as it deems necessary to administer the Plan, and any
determination,
decision or action in connection with construction,
interpretation,
administration or application of the Plan shall be final,
conclusive and binding
upon all Participants and any and all persons claiming under or
through any
Participant. No
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member of the Committee shall be liable for any action or
determination made in
good faith with respect to the Plan or any option granted under the
Plan.
SECTION 4.
ELIGIBILITY.
(a) With respect to an Offering, any Employee employed by the
Company or
a Designated Subsidiary on the Offering Date shall be eligible
to
participate in the Plan, subject to the limitations imposed by
Section
423(b) of
the Code.
(b) Any provisions of the Plan to the contrary notwithstanding,
no
Employee
shall be granted an option under the Plan if:
(i) immediately after the grant, such Employee (or any other
person whose stock ownership would be attributed to such
Employee
pursuant to Section 424(d) of the Code) would own shares of
Common
Stock and/or hold outstanding options to purchase shares of
Common
Stock possessing 5% or more of the total combined voting power
or
value of all classes of shares of the Company or of any
Subsidiary;
or
(ii) the amount of payroll deductions that the Employee has
elected to have withheld under such option (pursuant to Section
7
below) would permit the Employee to purchase shares of Common
Stock
under all "employee stock purchase plans" (within the meaning
of
Section 423 of the Code) of the Company and its Subsidiaries to
accrue (i.e., become exercisable) at a rate that exceeds $25,000
of
the Fair Market Value of such shares of Common Stock (determined
at
the time such option is granted) for each calendar year in
which
such option is outstanding at any time.
SECTION 5.
OFFERINGS. Options to purchase shares of Common Stock shall be
offered to Participants under the Plan through a continuous series
of Offerings,
each continuing for three months, and each of which shall commence
on February
1, May 1, August 1 and November 1 of each year, as the case may be
(the
"Offering Date"), and shall terminate on April 30, July 31, October
31 and
January 31 of such year, as the case may be (the "Termination
Date"). The first
Offering under the Plan, following its amendment on October 11,
2005, shall have
an Offering Date of November 1, 2005 and a Termination Date of
January 31, 2006.
Offerings under the Plan shall continue until either (a) the
Committee decides,
in its sole discretion, that no further Offerings shall be made
because the
Common Stock remaining available under the Plan is insufficient to
make an
Offering to all eligible Employees, or (b) the Plan is terminated
in accordance
with Section 17 below.
SECTION 6.
PARTICIPATION.
(a) An eligible Employee may become a Participant in the Plan
by
completing
a subscription agreement authorizing payroll deductions on the
form
provided by the Company (the "Participation Form") and filing
the
Participation Form with the Company's Human Resources Department
not less
than 15
days before the Offering Date of the first Offering in which
the
Participant wishes to participate.
(b) Except as provided in Section 7(a) below, payroll deductions
for
a
Participant shall begin with the first payroll following the
applicable
Offering
Date, and shall continue until the termination date of the
Plan,
subject to
earlier termination by the Participant as provided in Section
11 below
or increases or decreases by the Participant in the amount of
payroll
deductions as provided in Section 7(c) below.
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SECTION 7.
PAYROLL DEDUCTIONS.
(a) By
completing and filing a Participation Form, a Participant
shall
elect to have payroll deductions made from the Participant's
total
Compensation (in whole percentages from 1% to a maximum of 10% of
the
Participant's total Compensation) on each payday during the time he
is a
Participant in the Plan in such amount as he shall designate on
the
Participation Form; provided, however, that no Participant's
payroll
deductions
shall be less than $10.00 per pay period.
(b) All payroll deductions authorized by a Participant shall be
credited
to an account established under the Plan for the Participant.
The
monies
represented by such account shall be held as part of the
Company's
general
assets, usable for any corporate purpose, and the Company shall
not be
obligated to segregate such monies. A Participant may not make
any
separate
cash payment or contribution to such account.
(c) No increases or decreases of the amount of payroll
deductions
for a
Participant may be made during an Offering. A Participant may
increase
or decrease the amount of the Participant's payroll deductions
under the
Plan for subsequent Offerings by completing an amended
Participation Form and filing it with the Company's Human
Resources
Department
not less than 15 days prior to the Offering date as of which
such
increase or decrease is to be effective.
(d) A Participant may discontinue the Participant's participation
in
the Plan
at any time as provided in Section 11 below.
SECTION 8.
GRANT OF OPTION. On each Offering Date, each eligible Employee
who is then a Participant shall be granted (by operation of the
Plan) an option
to purchase (at the Option Price) as many full shares of Common
Stock as he will
be able to purchase with (a) the payroll deductions credited to
the
Participant's account during the Participant's participation in the
Offering
beginning on such Offering Date and (b) the balance (if any)
carried forward
from the Employee's payroll deduction account from the preceding
Offering.
Notwithstanding the foregoing, in no event may the number of shares
purchased by
any Employee during an Offering exceed 500 shares of Common Stock.
The option
price per share of such shares (the "Option Price") shall be equal
to 95% of the
Fair Market Value of one share of Common Stock on the Termination
Date.
SECTION 9.
EXERCISE OF OPTION.
(a) Unless a Participant gives written notice to the Company as
provided
in Section 9(d) below or withdraws from the Plan pursuant to
Section 11
below, the Participant's option for the purchase of shares of
Common
Stock granted for an Offering will be exercised automatically
at
the Termination Date
of such Offering for the purchase of the number of
full
shares of Common Stock that the accumulated payroll deductions in
the
Participant's account on such Termination Date will purchase at
the
applicable
Option Price.
(b) A Participant may only purchase one or more full shares in
connection
with the automatic exercise of an option granted for any
Offering.
That portion of any balance remaining in a Participant's
payroll
deduction
account at the close of business on the Termination Date of any
Offering
that is less than the purchase price of one full share will be
carried
forward into the Participant's payroll deduction account for
the
following
Offering. In no event will the balance carried forward be equal
to or
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