1996 Employee Stock Purchase Plan

EXHIBIT 10.2


AQUAPENN SPRING WATER COMPANY
1996 EMPLOYEE STOCK PURCHASE PLAN
(As amended through December 17, 1996)


1. Purpose. The purpose of the 1996 Employee Stock Purchase Plan (the "Plan"), is to provide eligible employees of AquaPenn Spring Water Company (the "Company"), and its subsidiaries, who wish to become shareholders of the Company, an opportunity to purchase shares of the common stock of the Company (the "Shares"). The Board of Directors of the Company believes that employee participation in the ownership of the Company will be to the mutual benefit of the employees and the Company. The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code").


2. Eligible Employees. Subject to the provisions of Section 3 below, any individual who has been continuously in the employment of the Company (or of any of its subsidiaries (as defined in Section 424(f) of the Code) since January 2 of the year before the year of any Offering Date (as defined in Section 4 below), is eligible to participate in the offering of Shares on that Offering Date, except:


(a) employees whose customary employment is 20 hours or less per week; or


(b) employees whose customary employment is for not more than five months in the calendar year of the Offering Date or in the calendar year preceding that year.


All employees granted options under the Plan shall have the same rights and privileges, except as set forth herein.


3. Limitations on Grants.


(a) No more than 1,000,000 Shares may be sold pursuant to options granted under the Plan. If the Company engages in any mergers, consolidations, acquisitions, stock splits, stock dividends, or other changes in its capitalization after the effective date of the Plan, it will make appropriate adjustments in the number of Shares in the Plan, the number of Shares covered by outstanding options, the subscription rate, and the maximum number of Shares an employee may purchase. (If the change results in an option being for fractional Shares, the number of shares subject to the option will be adjusted downward to the nearest full Share.) Any agreement of merger or consolidation will include provisions for protection of the then-existing rights of participating employees under the Plan. Either authorized and unissued Shares or issued Shares reacquired by the Company may be made subject to options under the Plan. If for any reason any option under the Plan terminates in whole or in part, Shares subject to the terminated option may be again subjected to an option under the Plan.


(b) No employee shall be granted an option hereunder if such employee, immediately after the option is granted, owns stock possessing 5 percent or more of the total combined voting power or value of all classes of stock of the Company, computed in accordance with Section 423(b)(3) of the Code.


(c) No employee shall be granted an option which permits his rights to purchase Shares under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 (or such other maximum as may be prescribed from time to time by the Code) of fair market value of such Shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time in accordance with the provisions of Section 423(b)(8) of the Code.


4. Offering Date. From time to time the Board of Directors may fix a date (the "Offering Date"), on which the Company will make an offer (an ...