STERLING CHECK CORP.
EMPLOYEE STOCK PURCHASE PLAN
1.1 Purpose. The Sterling Check Corp. Employee Stock Purchase Plan is intended to provide a method whereby Eligible Employees of Sterling Check Corp. and its Designated Subsidiaries will have an opportunity to purchase shares of Common Stock through accumulated payroll deductions.
1.2 Qualification. It is the intention of the Company that the Plan will qualify as an employee stock purchase plan under Section 423 or any successor provision of the Code. The provisions of the Plan shall be construed so as to extend or limit the operation of, and participation in, the Plan as necessary to conform to the requirements of Section 423 of the Code.
Capitalized terms used in the Plan shall have the following meanings:
2.1 Administrative Committee shall have the meaning set forth in Section 10.1.
2.2 Board shall mean the Board of Directors of the Company.
2.3 Change in Capitalization means any increase or decrease in the number or kind of shares of Common Stock, any change (including, but not limited to, in the case of a spin-off, dividend, or other distribution in respect of shares of Common Stock, a change in value) in the shares of Common Stock, or any exchange of shares of Common Stock for a different number or kind of shares or other securities of the Company or another entity, in each case by reason of a reclassification, recapitalization, merger, amalgamation, consolidation, reorganization, spin-off, split-up, stock dividend, stock split or reverse stock split, extraordinary or non-recurring cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure, any similar corporate event or transaction, or any other transaction that is an equity restructuring within the meaning of ASC Topic 718.
2.4 Code shall mean the Internal Revenue Code of 1986, as amended. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder.
2.5 Committee shall mean the Compensation Committee of the Board; provided, that if there is no Compensation Committee of the Board, or if the Board determines that the Compensation Committee shall not be the Committee, then the Committee shall be the Board or such Directors as are appointed by the Board to be the Committee.
2.6 Common Stock shall mean the common stock, par value $0.01 per share, of the Company, and any other securities into which such shares are changed or for which such shares are exchanged.