HIGHLIGHTS OF

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					                      HIGHLIGHTS OF
                 THE CLIENT CORPORATION
              EMPLOYEE STOCK PURCHASE PLAN

NOTE: THE CLIENT’S NAME HAS BEEN REMOVED TO PRESERVE
CONFIDENTIALITY.
The Client Corporation Employee Stock Purchase Plan gives you the opportunity
to buy shares of Company common stock at a discounted price. As a
shareholder, you’ll enjoy all the rights and privileges of stock ownership. And,
through ownership you will have a direct stake in the Company’s success.

The Plan offers you these advantages:

      Discounted purchase price—You purchase Client Corporation common
       stock at 85% of the fair market value.

      Convenient payroll deductions—You don’t have to go to a stockbroker to
       buy stock. The Company will deduct your contributions right from your
       paycheck. The administrator credits contributions to your account and
       purchases stock on your behalf.

      Flexibility—You can contribute from 1% to 10% of your pay to the Plan.
       You can increase your contribution at the beginning of any offering period;
       or you can decrease or stop your participation at any time.

      No commissions or fees on stock purchases— You do not pay any broker
       commissions or fees when you buy shares of Client Corporation stock
       through the Plan. But, you will have to pay fees for certain transactions.

This Plan complements your savings from other sources and gives you the
opportunity to share in Client Corporation’s performance—to benefit, if the
Company succeeds.

How the Plan Works
If you enroll, you contribute to the Plan through payroll deductions. At the end of
each offering period, the administrator uses your accumulated contributions to
buy stock for you at 85% of the fair market value (using the lowest average price
from the beginning or end of the offering period).

The administrator keeps track of both the contributions credited to your account
and stock purchased on your behalf. Any dividends payable are automatically
reinvested in stock and credited to your account.

You can allow your investment to grow by leaving your stock in your account.
Or, you may sell your stock at any time. You can also withdraw or transfer your
stock once it has been in your account for two years from the option date.

Offering Periods & Key Dates
An offering period is a pre-set period of time during which you contribute through
payroll deductions for the purchase of stock. The first day of each offering period
is the option date. Technically, that is the date on which you are offered the
option to purchase stock through the Plan. The last day of each offering period is


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the exercise date. That’s the day on which you, through the Plan administrator,
will exercise your option to purchase Company stock. The offering period will
generally last six months.

In most cases, the enrollment period will begin three weeks before the offering
period begins. In order for your enrollment to be effective, the Plan administrator
must receive your enrollment election at least 15 days before the start of the
offering period (i.e., the option date).

At this time, we expect the enrollment periods for 2004 to run as follows:

                              2004 Enrollment Dates

            2004                 Enrollment Period          Enrollment Deadline
      Offering Period                 Begins
    January 1 – June 30          November 24, 2003           December 15, 2003
   July 1 – December 31            May 24, 2004                June 15, 2004

We will notify you if there are any changes to these dates. And, we will send you
advance notice of the offering periods and enrollment dates for subsequent
years.

Eligibility
In general, you are eligible to participate in the Plan if you are an active
employee of the Client Corporation or one of its subsidiaries.

There are some exceptions that will affect only a few highly paid employees. The
Company will notify you if you are affected by these limitations.

Your Contributions
You can contribute from 1% to 10% of your pay to the Plan. Your ―pay‖ means
your base salary or wages plus:
    Any pre-tax contributions you make to Company-sponsored plans, such
      as the health Plan and the Flexible Spending Account Plan, and
    Any pre-tax and / or after-tax contributions you make to a Company-
      sponsored retirement plan, such as the Savings & Investment Plan and
      the Retirement Plan.

You can increase the level of your contributions for an offering period by notifying
the Plan administrator. You must notify the administrator at least 15 days in
advance of the option date. You can suspend or decrease your contributions at
any time.




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Your Rights as a Shareholder
As a shareholder you have the right to vote on issues raised by the Board of
Directors. You get one vote for each full share credited to your account. You
may vote in person or you can use a proxy to register your vote.

Keeping Track of Your Investment
You will receive periodic statements that help you keep track of the value of your
account. Your statement will show:
    The number of shares credited to your account as of the statement date
    All transactions for the period (purchases, sales, dividends), and
    The value of your account as of the statement date

You can check on your account online. You can also follow the value of your
stock in the newspaper. Client Corporation is listed under the symbol CW and
traded on the New York Stock Exchange.

Withdrawals from Your Account
Once the shares have been in your account for two years from the option date,
you can:
    Withdraw the shares from your account (i.e., request stock certificates)
      and have the administrator send the certificates directly to you, or
    Transfer the shares to a personal account you have with a brokerage or
      other financial institution.

Once you withdraw or transfer your stock it is no longer part of the Plan. You can
keep it or sell it at your convenience.

If You Leave the Company
If you leave the Company, any contributions credited to your account on the day
of your termination will be returned to you. You will not be able to purchase stock
with those funds.

Any shares of stock credited to your account on the day of your termination will
remain in your account until the earlier of:
    The date you sell, withdraw or transfer them (based on the same rules that
      apply to active employees), or
    The second anniversary of the date of your termination of employment.

When you withdraw shares from your account, you will receive certificates for full
shares and cash for any partial shares credited to your account. If you have not
withdrawn all of your shares by the second anniversary of your termination date,
the Plan will mail you a certificate for your full shares and cash for any partial
shares remaining in your account.




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When You Retire
When you retire, the Plan will distribute your contributions and any stock credited
to your account as if you had terminated employment for any other reason.
Specifically, any contributions credited to your account on the day you retire will
be returned to you. You will not be able to purchase stock with those funds.

Any shares of stock credited to your account on the day of your retirement will
remain in your account until the earlier of:
    The date you sell, withdraw or transfer them (based on the same rules that
      apply to active employees), or
    The second anniversary of your retirement.

When you withdraw shares from your account, you will receive certificates for full
shares and cash for any partial shares credited to your account. If you have not
withdrawn all of your shares by the second anniversary of your retirement date,
the Plan will mail you a certificate for your full shares and cash for any partial
shares remaining in your account.

If You Take a Leave of Absence
In most cases if you are on an authorized leave of absence, you have a choice.
You can:
     Withdraw all the payroll deductions credited to your account
     Discontinue contributions for the remainder of the offering period, but
       leave any accumulated contributions in the account for the purchase of
       stock on the exercise date, or
     If you are receiving sufficient payments from the Company during your
       leave, continue making contributions.

Rules & Reminders
Before you make a decision about joining the Plan, be sure to consider the
following items.

Risk
When you invest in stock, there’s always an element of risk involved. There are
a number of factors that can influence stock value. One of the key factors is
company performance. Other factors that can affect stock value are the state of
the market in general, interest rates and changes in the industry as a whole.

Limitations
Under this Plan, no one person can:
    Contribute more than $21,250 during a calendar year, or
    Buy more than 10,000 shares during an offering period.

If the administrator finds that you have reached one of these limitations, your
contribution rate will automatically be reduced to zero. If necessary to comply



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with these rules, the administrator may adjust your contributions retroactively. In
either case, you will receive a notice explaining the adjustment.

Plan Expenses
The Company pays the full cost of administering the Plan. However, the Plan
administrator will charge you a fee for certain transactions. For example, you will
pay a fee if you request stock certificates, transfer your stock to a private
brokerage account or sell any of the shares credited to your account.

Taxes
Payroll Taxes
The Company deducts your Plan contributions from your paycheck after we
calculate and deduct all applicable payroll taxes.

Taxes on Investment Earnings
Under U.S. tax law there are no immediate tax consequences for you when the
Plan purchases stock for you. However, there may be tax implications for you if
you sell the stock. The tax impact at the time of sale will depend on a number of
factors including:
     How long you hold the stock, and
     The amount of gain or loss you experience.

If you hold the stock for at least two years from the option date and you sell the
stock for more than you paid for it, you will generally be taxed at the long-term
capital gains rate. If you sell your stock sooner, your tax consequences will
differ. We suggest that you consult your personal tax advisor for guidance on
how participation in this Plan will impact your personal tax situation.




This summary is only meant to highlight the major features of the Plan. It is not a contract. Some
limitations and exclusions may apply. The language of the official Plan documents will prevail
over the language in this summary.




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