Exhibit 10.28
EXPONENT, INC.
2008 EMPLOYEE STOCK PURCHASE
PLAN
1. ESTABLISHMENT OF
PLAN
Exponent, Inc. (the
“Company”) adopted this plan in 2008 to grant options
for the purchase of shares (“Shares”) of the
Company’s Common Stock to eligible employees of the Company
and Subsidiaries (as hereinafter defined) pursuant to this Employee
Stock Purchase Plan (the “Plan”). For purposes of this
Plan, “parent corporation” and “Subsidiary”
(collectively, “Subsidiaries”) shall have the same
meanings as “parent corporation” and “subsidiary
corporation” in Section 424, of the Internal Revenue
Code of 1986, as amended (the “Code”). The Company
intends that the Plan shall qualify as an “employee stock
purchase plan” under Section 423 of the Code (including
any amendments or replacements of such section), and the Plan shall
be so construed. Any term not expressly defined in the Plan but
defined for purposes of Section 423 of the Code shall have the
same definition in this Plan. A total of 200,000 Shares of Common
Stock may be issued under the Plan. Such number shall be subject to
adjustments effected in accordance with Section 14 of the
Plan.
2. PURPOSES
The purpose of the Plan is to
provide employees of the Company and any Subsidiary designated by
the Company’s Board of Directors (the “Board”) as
one whose employees are eligible to participate in the Plan with a
convenient means to acquire an equity interest in the Company
through payroll deductions, to enhance such employees’ sense
of participation in the affairs of the Company and Subsidiaries,
and to provide an incentive for continued employment.
3. ADMINISTRATION
(a) The Plan is administered by the
Board or by a committee designated by the Board (in which event all
references herein to the Board shall be to the committee). Subject
to the provisions of the Plan and the limitations of
Section 423 of the Code or any successor provision in the
Code, all questions of interpretation or application of the Plan
shall be determined by the Board and its decisions shall be final
and binding upon all participants. Members of the Board shall
receive no compensation for their services in connection with the
administration of the Plan, other than standard fees as established
from time to time by the Board of Directors of the Company for
services rendered by Board members serving on Board committees. All
expenses incurred in connection with the administration of the Plan
shall be paid by the Company.
(b) The Board (or the committee)
shall have the power, subject to, and within the limitations of,
the express provisions of the Plan:
(i) To determine when and how
options to purchase Shares shall be granted and the provisions of
each Offering Period (which need not be identical);
(ii) To designate from time to time
a Subsidiary as one whose employees shall be eligible to
participate in the Plan (any such designated Subsidiary, a
“Designated Corporation”);
(iii) To construe and interpret the
Plan and rights to purchase (options on) Shares, and to establish,
amend and revoke rules and procedures for its administration,
including that the Board, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan, in a
manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective;
(iv) To amend or terminate the Plan
as provided in Section 24 below;
(v) To adopt rules and procedures
(including sub-plans and/or special provisions) relating to
the operation and administration of the Plan to permit
participation in the Plan by employees who are foreign nationals or
employed outside the United States; and
(vi) Generally, to exercise such
powers and to perform such acts it deems necessary, desirable,
convenient or expedient to promote the best interests of the
Company and its Subsidiaries and to carry out that intent that the
Plan be treated as an “employee stock purchase plan”
under Section 423 of the Code.
4. ELIGIBILITY
Any employee of the Company or any
of its Subsidiaries whom the Board designates as a participating
Subsidiary (a “Designated Subsidiary”) is eligible to
participate in an Offering Period (as hereinafter defined) under
the Plan except the following:
(a) employees who are not employed
by the Company or a Designated Subsidiary on a date specified by
the Board before the beginning of such Offering Period;
(b) employees who are customarily
employed for less than 20 hours per week;
(c) employees who are customarily
employed for less than 5 months in a calendar year;
(d) employees who, together with any
other person whose stock would be attributed to such employee
pursuant to Section 425(d) of the Code, own stock or hold
options to purchase stock or who, as a result of being granted an
option under the Plan with respect to such Offering Period, would
own stock or hold options to purchase stock possessing
5 percent or more of the total combined voting power or value
of all classes of stock of the Company or any of its Subsidiaries;
and
(e) individuals who provide services
to the Company or a Designated Subsidiary as independent
contractors who are reclassified as common law employees for any
reason except for federal income and employment tax
purposes.
5. OFFERING PERIODS; OFFERING
DATES; AND PURCHASE DATES
(a) Each Offering Period under the
Plan (each an “Offering Period”) shall be of the
duration provided for or permitted herein. The first trading day (a
day on which the Common Stock trades on the principal exchange or
system on which the Common Stock is listed) of each Offering Period
is referred to as the “Offering Date.” The Board may
but need not provide for multiple purchases within a single
Offering Period. The Board shall have the power to change the
duration of Offering Periods without stockholder approval. The last
trading day of each Offering Period (or in the case of an Offering
Period encompassing multiple purchases, each such purchase period)
is hereinafter referred to as the “Purchase
Date.”
(b) Subject to Section 5(c)
below, each Offering Period shall be of three months’
duration commencing on the first business day of each fiscal
quarter and ending on the last business day of the fiscal quarter,
and shall have a single Purchase Date.
(c) Notwithstanding 5(b) above and
the other provisions of the Plan, the Board of Directors may, but
need not, vary the terms and structure of the Offering Periods
under this Plan, on such basis as it shall determine in its sole
discretion (including without limitation, the length of each
Offering Period and Offering Periods during which more than one
Purchase Date shall occur; provided however that no Offering Period
may have a duration in excess of twenty-seven (27) months (or
such longer period as may be permitted under Code
Section 423).
6. PARTICIPATION IN THE
PLAN
An eligible employee may become a
participant in an Offering Period under the Plan if (a) as of
the Offering Date with respect to the Offering Period he or she
satisfies the eligibility requirements set forth above,
and
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(b) prior to such Offering Date (at such time
and in such manner as may be specified with respect to such
Offering Period) he or she delivers to the Company or its
authorized representative a subscription agreement indicating his
or her desire to enroll in the Offering Period and authorizing
payroll deductions in a manner consistent with Section 9
below. An eligible employee who does not timely deliver a
subscription agreement by the date specified in advance of the
applicable Offering Date shall not participate in that Offering
Period and shall not participate in any subsequent Offering Period
unless such employee enrolls in the Plan by timely delivering a
subscription agreement to the Company or its representative prior
the Offering Date of the applicable, subsequent Offering Period.
Once an employee becomes a participant in an Offering Period, such
employee will automatically participate in the Offering Period
commencing immediately following the last day of that Offering
Period unless the employee withdraws from the 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 agreements in order to continue
participation in the Plan with respect to subsequent Offering
Periods. Any participant who has not withdrawn from the Plan
pursuant to Section 11 below will automatically be re-enrolled
in the Plan and granted a new option on the Offering Date of the
next Offering Period.
7. GRANT OF OPTION
(a) Each employee enrolled in an
Offering Period will be granted on the Offering Date an option to
purchase on each Purchase Date up to that number of Shares
determined by dividing the amount accumulated in such
employee’s payroll deduction account during such Offering
Period by the Purchase Price (as defined in Section 8 below)
applicable to that Offering Period.
(b) In no event, however, shall the
number of Shares of the Company’s Common Stock subject to any
option granted pursuant to this Plan exceed the limitations set
forth in Section 10 below. The Purchase Price and fair market
value of a Share shall be determined as provided in Section 8
hereof.
8. PURCHASE PRICE
The “Purchase Price” per
Share at which a Share will be sold in any Offering Period shall be
ninety-five percent (95%) of the fair market value on the
applicable Purchase Date. For purposes of the Plan, the term
“fair market value” on a given date shall mean:
(a) the closing price on the Purchase Date of a Share as
reported on the Nasdaq Stock Market (or any other exchange or
market quotation system that is then the primary exchange or market
on which the Common Stock trades), (b) if the relevant date
does not fall on a trading day, the closing price of a Share as of
the last preceding day on which the Common Stock traded, or
(c) such other value as the Board determines in its good faith
judgment to be a reasonable valuation for a Share as of such
date.
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9. PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL
DEDUCTIONS; ISSUANCE OF SHARES
(a) The aggregate 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 employee’s compensation in one percent
(1%) increments not less than one percent (1%) nor
greater than fifteen percent (15%). Compensation shall mean all
base straight-time gross earnings including commissions, overtime
and paid-time off but exclusive of shift premiums, incentive
compensation, bonuses, any amounts relating to Company equity
awards, and other compensation not listed above; 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 payroll
date following the Offering Date and shall continue until the last
payroll date immediately preceding the Purchase Date unless sooner
altered or terminated as provided in the Plan.
(b) Except pursuant to a withdrawal
from the Plan under Section 11 below (in which case all
payroll deductions shall cease), a
