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Exhibit 10.26 MarineMax, Inc.
2008 Employee Stock Purchase Plan ARTICLE I
PURPOSE 1.1 Name. This
Stock Purchase Plan shall be known as the MarineMax 2008 Employee
Stock Purchase Plan (the "Plan"). 1.2
Purpose. The Plan is intended to provide a method whereby
employees of MarineMax, Inc., a Delaware corporation (the
"Company"), and one or more of its Subsidiary Corporations will
have an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of the Common Stock of the
Company. 1.3 Qualification. It
is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Code.
The provisions of the Plan shall be construed so as to extend and
limit participation in a manner consistent with the requirements of
that section of the Code. ARTICLE II
DEFINITIONS 2.1 Base Pay.
"Base Pay" shall mean all annual cash compensation received by an
Employee. If any Offering is a six-month Offering, the Base Pay
shall be divided by one-half. 2.2
Code. "Code" shall mean the Internal Revenue Code, as
amended. 2.3 Closing Price.
"Closing Price" shall have the meaning set forth in
Section 6.2. 2.4
Committee. "Committee" shall have the meaning set forth in
Section 11.1. 2.5
Employee. "Employee" shall mean any person who is
customarily employed on a full-time or part-time basis by the
Company and is regularly scheduled to work more than 20 hours per
week. 2.6 Offering. "Offering"
shall have the meaning set forth in Section 4.1.
2.7 Offering Commencement
Date. "Offering Commencement Date" shall have the meaning set
forth in Section 4.1. 2.8
Offering Termination Date. "Offering Termination Date" shall
have the meaning set forth in Section 4.1.
2.9 Option. "Option" shall
have the meaning set forth in Section 6.1.
2.10 Option Price. "Option
Price" shall have the meaning set forth in Section 6.2.
2.11 Participating Company.
"Participating Company" shall mean the Company and such Subsidiary
Corporations as may be designated from time to time by the Board of
Directors of the Company. 2.12
Participant. "Participant" shall have the meaning set forth
in Section 3.4. 2.13
Participation Amount. "Participation Amount" shall have the
meaning set forth in Section 5.1.
2.14 Stock. "Stock" shall mean
the Common Stock of the Company, par value one-tenth of one cent
($.001 per share). 2.15 Subsidiary
Corporation. "Subsidiary Corporation" shall mean any present or
future corporation which would be a "subsidiary corporation" of the
Company, as that term is defined in Code Section 424.
ARTICLE III
ELIGIBILITY AND PARTICIPATION 3.1
Initial Eligibility. Any Employee who shall have completed
one year of continuous employment with a Participating Company and
is employed by a Participating Company on the date such
Employee’s participation in the Plan is to become effective
shall be eligible to participate in Offerings under the Plan that
commence on or after such one-year employment period has concluded.
Any corporation that becomes a Subsidiary Corporation after the
initial Offering Commencement Date shall become a Participating
Company only upon the decision of the Board of Directors of the
Company to designate such Subsidiary Corporation as a Participating
Company and to extend the benefits of the Plan to its eligible
Employees. 3.2 Leave of
Absence. For purposes of participation in the Plan, a person on
leave of absence shall be deemed to be an Employee for the first
90 days of such leave of absence and such Employee’s
employment shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence unless such
Employee shall have returned to regular full-time or part-time
employment (as the case may be) prior to the close of business on
such 90th day. Termination by a Participating Company of any
Employee’s leave of absence, other than termination of such
leave of absence on return to full time or part time employment,
shall terminate an Employee’s employment for all purposes of
the Plan and shall terminate such Employee’s participation in
the Plan and right to exercise any Option.
3.3 Restrictions on
Participation. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be granted an Option to participate in
the Plan: (a) if, immediately
after the grant, such Employee would own Stock, and/or hold
outstanding Options to purchase Stock, possessing five percent or
more of the total combined voting power or value of all classes of
Stock of the Company (for purposes of this paragraph, the rules of
Section 424(d) of the Code shall apply in determining Stock
ownership of any Employee); or
(b) which permits such
Employee’s rights to purchase Stock under all employee stock
purchase plans of the Company and all Participating Companies to
accrue at a rate that exceeds $25,000 in fair market value of the
Stock (determined at the time such Option is granted) for each
calendar year in which such Option is outstanding.
3.4 Commencement of
Participation. An eligible Employee may become a participant
("Participant") by completing the enrollment forms prescribed by
the Committee (including a purchase agreement and a payroll
deduction authorization) and filing such forms with the designated
office of the Company prior to the Offering Commencement Date for
the next scheduled Offering. Payroll deductions for a Participant
shall commence on the next scheduled Offering Commencement Date
when such Participant’s authorization for a payroll deduction
becomes effective and shall continue in effect for the term of this
Plan, except to the extent such payroll deduction is changed in
accordance with this Section 3.4 or terminated in accordance
with Article 8. Subject to Section 5.4 , a
Participant may, at any time, increase or decrease the rate of, or
cease, the Participant’s payroll deductions by filing the
appropriate form with the designated office of the Company and such
change shall become effective as of the next applicable Offering
Commencement Date. ARTICLE IV
OFFERINGS 4.1 Annual
Offerings. The Plan will be implemented by up to ten annual
offerings ("Offerings") of the Company’s Stock beginning on
the 1st day of October in each of the years 2008 through 2017, with
each Offering terminating on September 30 of the next year;
provided, however, that each annual Offering may, in the discretion
of the Committee exercised prior to the commencement thereof, be
divided into two six-month Offerings commencing respectively, on
October 1 and April 1, and terminating six months thereafter.
As used in the Plan, "Offering Commencement Date" means the October
1 or April 1, as the case may be, on which the particular
Offering begins and "Offering Termination Date" means the
March 31 or September 30, as the case may be, on
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which the particular Offering terminates. Any decision of the
Committee to adjust the number of shares of Stock in an Offering
must be made prior to the Offering Commencement Date of that
Offering. ARTICLE V
PAYROLL DEDUCTIONS 5.1
Percentage of Participation. At the time an Employee files
authorization for payroll deductions and becomes a Participant in
the Plan, the Employee shall elect to have deductions made from the
Employee’s pay on each payday during the time the Employee is
a Participant in an Offering. Such deductions shall be an amount
equal to the Employee’s Participation Amount divided by the
number of payroll periods occurring during the Offering. An
Employee’s "Participation Amount" shall equal the rate of 1,
2, 3, 4, 5, 6, 7, 8, 9 or 10 percent (as elected by the
Employee) times such Employee’s Base Pay in effect at the
Offering Commencement Date of such Offering; provided, however,
that prior to any Offering Commencement Date, the Committee shall
have the discretion to limit deductions to less than
10 percent (but no less than 5 percent) for any Offering.
5.2 Calculation of Base Pay.
An Employee’s Base Pay as of an Offering Commencement Date
and whether an Employee is "part-time" shall be determined in the
discretion of the Committee based on the provisions of this Plan.
In calculating an Employee’s normal weekly rate of pay under
this Section 5.2, retroactive adjustments occurring during an
Offering that are retroactive to the last day prior to the Offering
Commencement Date of that particular Offering shall be taken into
account. In addition, if an Employee’s Base Pay includes
commissions, the Committee may set such Employee’s Base Pay
based upon commission averages and standards as determined in the
discretion of the Committee. 5.3
Participant’s Account. All payroll deductions made for
a Participant pursuant to this Article 5 shall be credited to
such Participant’s account under the Plan. A Participant may
not make any separate cash payment into such account except when on
leave of absence and then only as provided in Section 5.5.
5.4 Changes in Payroll
Deductions. A Participant may discontinue participation in the
Plan as provided in Article 8, but no other change can be made
during an Offering and, specifically, a Participant may not alter
the amount of such Participant’s payroll deductions for that
Offering. 5.5 Leave of
Absence. If a Participant goes on a leave of absence, such
Participant shall have the right to elect: (a) to withdraw the
balance in such Participant’s account pursuant to
Section 8.1 hereof, or (b) to discontinue contributions
to the Plan but remain a Participant in the Plan, or remain a
Participant in the Plan during such leave of absence, authorizing
deductions to be made from payments by the Company to the
Participant during such leave of absence and undertaking to make
cash payments to the Plan at the end of each payroll period to the
extent that amounts payable by the Participating Company to such
Participant are insufficient to meet such Participant’s
authorized Plan deductions. ARTICLE VI
GRANTING OF OPTION 6.1 Number
of Option Shares. On each Offering Commencement Date, a
Participant shall be deemed to have been granted an option
("Option") to purchase a maximum number of shares of Stock equal to
the Participation Amount with respect to such Participant, divided
by the Option Price, determined as provided in Section 6.2
hereof. 6.2 Option Price. The
"Option Price" of Stock for each Offering shall be the lower of (a)
85% of the Closing Price of the Stock on the Offering Commencement
Date, or (b) 85% of the Closing Price of the Stock on the
Offering Termination Date. The "Closing Price" of the Stock as to a
particular day shall be the closing price of the Stock as reported
for such day in the Wall Street Journal or in such other source as
the Committee deems reliable. If the Stock is not traded on the New
York Stock Exchange or other principal exchange or market on which
it is authorized or listed for trading on the Offering Commencement
Date and/or Offering Termination Date, as the case may be, the
Closing Price for the Stock as to either of such dates on which
such trading did not occur shall be the Closing Price on the
nearest prior business day on which trading did occur.
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ARTICLE VII
EXERCISE OF OPTION 7.1
Automatic Exercise. Unless a Participant gives written
notice to the Company as her
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