Exhibit 10.1
VIASAT, INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective July 1,
2009)
ViaSat, Inc., a
corporation organized under the laws of the State of Delaware (the
“Company”), hereby adopts The ViaSat, Inc. Employee
Stock Purchase Plan (the “Plan”). The purposes of the
Plan are as follows:
(1) To assist
employees of the Participating Companies (as defined below) in
acquiring a stock ownership interest in the Company pursuant to a
plan which is intended to qualify as an “employee stock
purchase plan” within the meaning of Section 423(b) of
the Internal Revenue Code of 1986, as amended.
(2) To help
employees provide for their future security and to encourage them
to remain in the employment of the Company and its Subsidiary
Corporations.
Whenever any of the
following terms is used in the Plan with the first letter or
letters capitalized, it shall have the following meaning unless the
context clearly indicates to the contrary (such definitions to be
equally applicable to both the singular and the plural forms of the
terms defined):
(a)
“Authorization” has the meaning assigned to that
term in Section 3(b) hereof.
(b)
“Board of Directors” or “Board”
means the Board of Directors of the Company.
(c)
“Code” means the Internal Revenue Code of 1986,
as amended.
(d)
“Committee” means the committee appointed to
administer the Plan pursuant to Section 12 hereof.
(e)
“Company” means ViaSat, Inc., a Delaware
corporation.
(f) “Date
of Exercise” means, with respect to any Option, the last
day of the Offering Period for which the Option was
granted.
(g) “Date
of Grant” means, with respect to any Option, the date
upon which the Option is granted, as set forth in Section 3(a)
hereof.
(h)
“Eligible Compensation” means the
employee’s base pay.
(i)
“Eligible Employee” means an employee of a
Participating Company (1) who does not, immediately after the
Option is granted, own stock possessing five percent or more of the
total combined voting power or value of all classes of stock of the
Company, a Parent Corporation or a Subsidiary Corporation;
(2) who has been employed by a Participating Company for not
less than six months; (3) whose customary employment is for
more than 20 hours per week; and (4) whose customary
employment is for more than five months in any calendar year. For
purposes of paragraph (i), the rules of Section 424(d) of the
Code with regard to the attribution of stock ownership shall apply
in determining the stock ownership of an individual, and stock
which an employee may purchase under outstanding options shall be
treated as stock owned by the employee. During a leave of absence
meeting the requirements of Treasury
Regulation Section 1.421-7(h)(2), an individual shall be
treated as an employee of the Participating Company employing such
individual immediately prior to such leave. “Eligible
Employee” shall not include any director of a Participating
Company who does not render services to the Participating Company
in the status of an employee within the meaning of
Section 3401(c) of the Code. In addition, “Eligible
Employee” shall not include any employee of a Participating
Company who is a citizen or resident of a foreign jurisdiction if
the grant of an Option under the Plan to such employee would be
prohibited under the laws of such foreign jurisdiction or the grant
of an Option to such employee in compliance with the laws of such
foreign jurisdiction would cause the Plan to violate the
requirements of Section 423 of the Code, as determined by the
Committee in its sole discretion.
(j)
“Offering Period” shall mean the six-month
periods commencing January 1 and July 1 of each Plan Year as
specified in Section 3(a) hereof or such other dates which are
six months apart as determined by the Committee. Options shall be
granted on the Date of Grant and exercised on the Date of Exercise
as provided in Sections 3(a) and 4(a) hereof.
(k)
“Option” means an option granted under the Plan
to an Eligible Employee to purchase shares of the Company’s
Stock.
(l)
“Option Period” means, with respect to any
Option, the period beginning upon the Date of Grant and ending upon
the Date of Exercise.
(m)
“Option Price” has the meaning set forth in
Section 4(b) hereof.
(n)
“Parent Corporation” means any corporation,
other than the Company, in an unbroken chain of corporations ending
with the Company if, at the time of the granting of the Option,
each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.
(o)
“Participant” means an Eligible Employee who has
complied with the provisions of Section 3(b)
hereof.
(p)
“Participating Company” means the Company and
such present or future Subsidiary Corporations of the Company as
the Board of Directors or the Committee shall from time to time
designate.
(q)
“Payday” means the regular and recurring
established day for payment of cash compensation to employees of
the Company or any Participating Company.
(r)
“Plan” means The ViaSat, Inc. Employee Stock
Purchase Plan.
(s) “Plan
Year” means the calendar year.
(t)
“Stock” means the shares of the Company’s
common stock, $0.0001 par value.
(u)
“Subsidiary Corporation” means any corporation,
other than the Company, in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the
Option, each of the corporations other than the last corporation in
an unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
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2.
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STOCK SUBJECT TO THE
PLAN
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Subject to the
provisions of Section 9 hereof (relating to adjustments upon
changes in the Stock) and Section 11 hereof (relating to
amendments of the Plan), the Stock which may be sold pursuant to
Options granted under the Plan shall not exceed in the aggregate
2,250,000 shares, and may be unissued shares or treasury
shares or shares bought on the market for purposes of the
Plan.
(a) General
Statement . The Company shall offer Options
under the Plan to all Eligible Employees in successive Offering
Periods. Dates of Grant shall include January 1 and July 1 of each
Plan Year and/or such other date or dates as the Committee may from
time to time determine. Each Option shall expire on the Date of
Exercise immediately after the automatic exercise of the Option
pursuant to Section 4(a) hereof. The number of shares of Stock
subject to each Option shall equal the payroll deductions
authorized by each Participant in accordance with
subsection (b) hereof for the Option Period, divided by the
Option Price, except as provided in Section 4(a); provided,
however, that the maximum number of shares subject to any Option
shall not exceed 100,000. If by reason of the foregoing limitation
any portion of the balance in a Participant’s account under
the Plan is not applied to the purchase of Stock on a Date of
Exercise, the Company shall pay to the Participant such amount in
cash in one lump sum within sixty (60) days following such
Date of Exercise, without any interest thereon.
(b) Election
to Participate; Payroll Deduction Authorization .
Except as provided in subsection (d) or
(e) hereof, an Eligible Employee shall participate in the Plan
only by means of payroll deduction. Each Eligible
Employee who elects to participate
in the Plan shall deliver to the Company during the calendar month
preceding a Date of Grant and no later than five (5) working
days before such Date of Grant a completed and executed written
payroll deduction authorization in a form prepared by the Company
(the “Authorization”). An Eligible Employee’s
Authorization shall give notice of such Eligible Employee’s
election to participate in the Plan for the next following Offering
Period and subsequent Offering Periods and shall designate such
Participant’s payroll deduction election. The cash
compensation payable to a Participant for an Offering Period shall
be reduced each Payday through a payroll deduction in an amount
equal to the stated withdrawal amount specified in the
Authorization payable on such Payday, and such amount shall be
credited to the Participant’s account under the Plan. Any
Authorization shall remain in effect until the Eligible Employee
amends the same pursuant to this subsection, withdraws pursuant to
Section 5 or ceases to be an Eligible Employee pursuant to
Section 6.
The Committee may adopt
rules and procedures for the implementation and administration of
payroll deduction elections, including the following:
(i) whether a
Participant’s payroll deduction election may be stated in
terms of a dollar amount on each Payday, a percentage of Eligible
Compensation on each Payday or in any other manner; provided that,
in the absence of any determination by the Committee, a
Participant’s payroll deduction election shall be stated in
terms of a percentage of such Participant’s Eligible
Compensation on each Payday; and
(ii) any minimum or
maximum dollar or percentage limitations that apply to a
Participant’s payroll deduction election; provided that, in
the absence of any determination by the Committee, the minimum
payroll deduction to be made by a Participant per Payday is $10.00
(if a specific dollar amount is selected) or 1% of Eligible
Compensation (if a specific percentage is selected); provided,
further, that in the absence of any determination by the Committee,
the maximum payroll deduction to be made by a Participant per
Payday is 5% of Eligible Compensation.
(c) $25,000
Limitation . No Eligible Employee shall be
granted an Option under the Plan which permits his or her rights to
purchase Stock under the Plan and under all other employee stock
purchase plans of the Company, any Parent Corporation or any
Subsidiary Corporation subject to Section 423 to accrue at a
rate which exceeds the $25,000 limit set forth in
Section 423(b)(8) of the Code and the Treasury Regulations
thereunder. If by reason of the foregoing limitation any portion of
the balance in a Participant’s account under the Plan is not
applied to the purchase of Stock on a Date of Exercise, the Company
shall pay to the Participant such amount in cash in one lump sum
within sixty (60) days following such Date of Exercise,
without any interest thereon.
(d) Leaves
of Absence . During a leave of absence meeting
the requirements of Treasury
Regulation Section 1.421-1(h)(2), a Participant may
continue to participate in the Plan by making cash payments to the
Company on each Payday equal to the amount of the
Participant’s payroll deductions under the Plan for the
Payday immediately preceding the first day of such
Participant’s leave of absence.
(e) Foreign
Employees . In order to facilitate
participation in the Plan, the Committee may provide for such
special terms applicable to Participants who are citizens or
residents of a foreign jurisdiction, or who are employed by a
Participating Company outside of the United States, as the
Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Such special terms
may not be more favorable than the terms of Options granted under
the Plan to Eligible Employees who are residents of the United
States. Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of, this Plan as
it may consider necessary or appropriate for such purposes without
thereby affecting the terms of this Plan as in effect for any other
purpose. No such special terms, supplements, amendments or
restatements shall include any provisions that are inconsistent
with the terms of this Plan as then in effect unless this Plan
could have been amended to eliminate such inconsistency without
further approval by the stockholders of the Company.
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4.
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EXERCISE OF OPTIONS; OPTION
PRICE
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(a) General
Statement . Each Participant automatically and
without any act on such Participant’s part shall be deemed to
have exercised such Participant’s Option on the Date of
Exercise to the extent that the balance then in the
Participant’s account under the Plan is sufficient to
purchase at the Option Price whole shares of the Stock subject to
the Option. Any cash in lieu of fractional shares of Stock
remaining after the purchase of whole shares of
Stock upon exercise of an Option
will be credited to such Participant’s account and carried
forward and applied toward the purchase of whole shares of Stock
pursuant to the Option, if any, granted to such Participant for the
next following Offering Period. Fractional shares will not be
issued.
(b) Option
Price Defined . The option price per share of
Stock (the “Option Price”) to be paid by a Participant
upon the exercise of the Participant’s Option shall be equal
to 85% of the lesser of the fair market value of a share of Stock
on the Date of Exercise or the fair market value of a share of
Stock on the Date of Grant. The fair market value of a share of
Stock as of a given date shall be: (i) the closing price of a
share of Stock on the principal exchange on which the Stock is then
trading, including, without limitation, The Nasdaq Stock Market, if
any, on such date, or, if shares were not traded on such date, then
on
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