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Employee Stock Purchase Plan

This is an actual contract by Advanced Communication.

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Sectors: Electronics and Miscellaneous Technology
Governing Law: United States
Effective Date: April 01, 1998
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1.01. PURPOSE. The Advanced Communication Systems, Inc. Employee Stock Purchase Plan is intended to provide a method whereby employees of Advanced Communication Systems, Inc. (the "Company") and its subsidiary corporations will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.


2.01 BASE PAY. "Base Pay" means regular straight-time earnings excluding payments for overtime, shift premium, bonuses and other special payments, commissions and other marketing incentive payments.

2.02 BOARD. "Board of Directors" or "Board" means the Board of Directors of the Company.

2.03 COMMITTEE. "Committee" means the individuals described in Article XI.

2.04 COMMON STOCK. "Common Stock" means the common stock of the Company.

2.05 DESIGNATED SUBSIDIARY CORPORATION. "Designated Subsidiary Corporation" means a Subsidiary Corporation which is designated by the Company's Board of Directors to participate in the Plan.

2.06 EMPLOYEE. "Employee" means any person who is employed by the Company or a Designated Subsidiary Corporation.

2.07 SUBSIDIARY CORPORATION. "Subsidiary Corporation" means any present or future corporation which would be a "subsidiary corporation" of the Company as that term is defined in Section 424 of the Code.



3.01 INITIAL ELIGIBILITY. All Employees are eligible to participate hereunder, commencing on any Commencement Date.

3.02 COMMENCEMENT OF PARTICIPATION. An eligible Employee may become a participant by completing an authorization for payroll deduction on the form provided by the Company and filing it with the office of the Human Resources Director of the Company prior to the Commencement Date for the Offering (as such terms are defined below) or, in the case of the first Offering, prior to such other enrollment deadline established by the Committee. Payroll deductions for a participant shall commence on the applicable Commencement Date when his authorization for a payroll deduction becomes effective and shall end on the Exercise Date of the Offering to which such authorization is applicable unless sooner terminated by the participant as provided in Article VIII.

3.03 RESTRICTIONS ON PARTICIPATION. Notwithstanding any provision of the Plan to the contrary, no Employee shall be granted an option to participate in the Plan:

(a) if, immediately after the grant, such Employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation. (For purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any Employee); or

(b) which permits his rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiary Corporations to accrue at a rate which exceeds $25,000 in fair market value of the stock (determined at the time such option is granted) for each calendar year in which such option is outstanding.

3.04 LEAVE OF ABSENCE. For purposes of participation in the Plan, a person on leave of absence shall be deemed to be an Employee for the first 90 days of such leave of absence and such Employee's employment shall be deemed to have terminated at the close of business on the 90th day of such leave of absence unless such Employee shall have returned to regular full-time or part-time employment (as the case may be) prior to the close of business on such 90th day. Termination by the Company of any Employee's leave of absence, other than termination of such leave of absence on return to full time or part time employment, shall terminate an Employee's employment for all purposes of the Plan and shall terminate such Employee's participation in the Plan and right to exercise any option.

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(a) Offering Periods. The Plan will be implemented by Offerings in consecutive Offering Periods, each constituting a calendar quarter. Such Offering Periods shall continue until the termination of the Plan in accordance with Section 12.05. The first such Offering Period shall begin on the later of (i) April 1, 1998, or (ii) the effective date of the registration statement filed by the Company for the Plan with the Securities and Exchange Commission.

(b) Commencement Date. The Commencement Date is the first business day of an Offering Period.

(c) Exercise Date. The Exercise Date is the last business day of an Offering Period.

4.02 REVISED OFFERING PERIODS. In the discretion of the Committee, quarterly Offering Periods may be divided into monthly Offering Periods or combined into annual or semi-annual Offering Periods. The maximum number of shares available during an Offering Period under Section 10.01 shall be adjusted appropriately.


5.01 AMOUNT OF DEDUCTION. At the time a participant files his authorization for payroll deduction, he shall elect to have after-tax deductions made from his pay on each payday during the Offering Period at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his base pay in effect at any such payday, subject to a minimum of $20 per month.

5.02 PARTICIPANT'S ACCOUNT. All payroll deductions made for a participant shall be credited to his account under the Plan. A participant may not make any separate cash payment into such account except when on leave of absence and then only as provided in Section 5.04.

5.03 CHANGES IN PAYROLL DEDUCTIONS. A participant may discontinue his participation in the Plan as provided in Article VIII, but no other change can be made during an Offering and, specifically, a participant may not alter the amount of his payroll deductions for that Offering. The payroll deduction form may provide that it shall continue from Offering Period to Offering Period unless changed by a participant before the beginning of a subsequent Offering Period.

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5.04 LEAVE OF ABSENCE. If a participant goes on a leave of absence, such participant shall have the right to elect: (a) to withdraw the balance in his or her account pursuant to Section 7.02, (b) to discontinue contributions to the Plan but remain a participant in the Plan, or (c) remain a participant in the Plan during such leave of absence, authorizing deductions to be made from payments by the Company or its Subsidiary Corporations to the participant during such leave of absence and undertaking to make cash payments to the Plan at the end of each payroll period to the extent that amounts payable by the Company and its Subsidiary Corporations to such participant are insufficient to meet such participant's authorized Plan deductions.


6.01 NUMBER OF OPTION SHARES. On the Commencement Date of each Offering, subject to the maximum in Section 10.01, a participating Employee shall be deemed to have been granted a qualified option to purchase on the Exercise Date of such Offering Period (at the Purchase Price in Section 6.02) the number of shares of the Company's Common Stock determined by dividing such Employee's after-tax payroll deductions accumulated during such Offering Period and retained in the participant's account as of the Exercise Date by the applicable Purchase Price.

6.02 PURCHASE PRICE. The Purchase Price of Common Stock purchased with payroll deductions made during an Offering Period for a participant therein shall be the lower of: (a) 90% of the Fair Market Value of the stock on the Commencement Date, or (b) 90% of the Fair Market Value of the stock on the Exercise Date. The Fair Market Value of the stock for this purpose is the closing price of the stock on the NASDAQ National Market System on that date, or (in the event the stock was not traded on such date) the nearest prior business day on which trading of the Company's Common Stock occurred. If the Common Stock is not listed on the NASDAQ National Market System, Fair M
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