Page 8 - ESPP Plan Summary
P. 8
 
qualify for favorable tax treatment on the sale, transfer or other disposition of shares acquired under
the plan, the disposition may not occur before the later of:

 one year after the purchase date, or
 two years after the beginning of the applicable offering period or grant date (other than a
disposition resulting from the participant’s death).


A disposition of shares that meets this required holding period is generally referred to as a
qualifying disposition. If the shares are held for the required holding period, the employee will be
subject to ordinary income tax in the year in which the shares are sold on an amount equal to the
lesser of:


 the applicable discount from the fair market value of the shares on the purchase date (i.e.
5%); and
 the excess of the sale price for the shares that are sold (or in the cases of death or other
disposition, the fair market value of the shares on the date of death or other disposition) over
the purchase price for the shares.

The employee must also recognize capital gain or loss in the year of sale. The amount of gain
is equal to the difference between the sale price and the sum of the purchase price, plus the amount of
ordinary income calculated above. The amount of loss is equal to the difference between the purchase
price and the sale price.

If an employee does not satisfy the required holding period, then the excess of the fair market
value of the shares on the purchase date over the purchase price is recognized by the employee as
ordinary income at the time of the sale or other disposition. As with a qualifying disposition, capital
gain or loss must also be recognized in the year of sale. The amount of gain or loss is equal to the
difference between the sale price and the sum of the purchase price plus the amount of ordinary
income calculated above. The Company will be entitled to take a deduction in an amount equal to the
amount includable by you as ordinary income. The Company’s deduction will be taken in the taxable
year in which you recognize the income.


You will be responsible for, and will indemnify your Employer against, any federal, state or
local income or other applicable taxes, including any interest or penalties relating thereto, to which
you may be subject as a result of your participation in the program or your sale of stock acquired
under the program.


Joint Names

Any stock certificate(s) representing shares of common stock delivered according to the
program may, upon your request, be issued in the name of you and your spouse.

Miscellaneous

This prospectus does not contain all of the information set forth in the Registration Statement
filed with the Securities and Exchange Commission covering the shares of common stock to be
awarded under the Plan; however, the documents incorporated by reference in the Registration
Statement are also incorporated herein by this reference. If necessary, the Company will update the
information in this prospectus and provide you a copy of the updated information. You will be given
a copy of the Company’s Annual Report to Stockholders and all future materials, reports, proxy
statements and other communications given to the Company’s stockholders. Upon oral or written
request, the Company will give you, without charge, copies of documents incorporated by reference



 
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