Exhibit No. 10.1
2019 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
The purpose of the Plan is to provide a means by which Eligible Employees may purchase Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Companys stockholders. It is the Companys intention to have the Plan qualify as an employee stock purchase plan under Section 423 of the Code. Accordingly, the provisions of the Plan shall be administered in a manner that is consistent with the requirements of Section 423 of the Code.
ARTICLE II - DEFINITIONS
Affiliate means any parent corporation or subsidiary corporation of the Company (as determined in accordance with Section 424 of the Code); provided, however, that for purposes of the definition of Change in Control, Affiliate means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person where control shall have the meaning given such term under Rule 405 of the Securities Act.
Base Compensation means regular base straight-time gross earnings annualized as of the relevant Offering Commencement Date, excluding payments, if any, for overtime, incentive compensation, commissions, incentive payments, premiums, bonuses, and any other special remuneration of a Participant during an Offering Period. Notwithstanding the foregoing, the Committee may, in its discretion, on a uniform and nondiscriminatory basis, establish a different definition of Base Compensation for a subsequent Offering Period prior to the Offering Commencement Date of such subsequent Offering Period.
Board means the Board of Directors of the Company.
Change in Control means the first to occur of any of the following events after the effective date of the Plan:
(a) the acquisition, directly or indirectly, by any person, entity or group (as defined in Section 13(d) of the Exchange Act) of beneficial ownership of more than 50% of the combined voting power of the Companys then outstanding voting securities, other than any such acquisition by the Company, any of its Subsidiaries, any employee benefit plan (or related trust) of the Company or any of its Subsidiaries, or any Affiliates of the foregoing;
(b) the merger, reorganization, consolidation or other similar transaction involving the Company, as a result of which persons who were holders of voting securities of the Company immediately prior to such merger, reorganization, consolidation, or other similar transaction do not immediately thereafter, beneficially own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company;