ATX Group, Inc. 2004 Employee Stock Purchase Plan




 EXHIBIT 10.22 
  
 ATX GROUP, INC. 
  
 2004 EMPLOYEE STOCK PURCHASE PLAN 
  
 1. Purpose. The ATX Group, Inc. 2004 Employee Stock Purchase Plan (the “Plan”) is intended to provide an incentive for employees of ATX
Group, Inc. (the “Company”) and any Participating Company (as defined in paragraph 3) to acquire or increase a proprietary interest in the Company through the purchase of shares of the Company’s common stock, par value $.01 per share
(the “Stock”). The Plan is intended to 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 in a
manner consistent with the requirements of that section of the Code. 
  
 2. Administration of the Plan. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Board”) of the Company (the “Committee”). Subject to the provisions of the Plan, the
Committee shall interpret the Plan and all options granted under the Plan, make such rules as it deems necessary for the proper administration of the Plan and make all other determinations necessary or advisable for the administration of the Plan.
In addition, the Committee shall correct any defect, supply any omission or reconcile any inconsistency in the Plan, or in any option granted under the Plan, in the manner and to the extent that the Committee deems desirable to carry the Plan or any
option into effect. The Committee shall, in its sole discretion, make such decisions or determinations and take such actions, and all such decisions, determinations and actions taken or made by the Committee pursuant to this and the other paragraphs
of the Plan shall be conclusive on all parties. The Committee shall not be liable for any decision, determination or action taken in good faith in connection with the administration of the Plan. The Committee shall have the authority to delegate
routine day-to-day administration of the Plan to such officers and employees of the Company as the Committee deems appropriate. 
  
 3. Participating Companies. The Committee may designate any present or future parent or subsidiary corporation of the Company that is eligible by
law to participate in the Plan as a “Participating Company” by written instrument delivered to the designated Participating Company. Such written instrument shall specify the effective date of such designation and shall become, as to such
designated Participating Company and persons in its employment, a part of the Plan. The terms of the Plan may be modified as applied to the Participating Company only to the extent permitted under Section 423 of the Code. Transfer of employment
among the Company and Participating Companies (and among any other parent or subsidiary corporation of the Company) shall not be considered a termination of employment hereunder. Any Participating Company may, by appropriate action of its Board of
Directors, terminate its participation in the Plan. Moreover, the Committee may, in its discretion, terminate a Participating Company’s Plan participation at any time. 
  
 4. Eligibility. Subject to the provisions hereof, all employees of the Company and the Participating Companies who
are employed by the Company or any Participating Company as of a Date of Grant (as defined in subparagraph 6(a)) and whose customary employment is (a) equal to or greater than 20 hours per week; and (b) is equal to or greater than five months per


  

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year, shall be eligible to participate in the Plan; provided, however, that no option shall be granted to an employee if such employee, immediately after the
option is granted, owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of its parent or subsidiary corporations (within the meaning of Sections 423(b)(3) and 424(d) of the
Code). 
  
 5. Stock Subject to the Plan. The Committee
shall have the discretion to determine the aggregate number of shares, if any, that may be sold during each Option Period, subject to the following limitations: subject to the provisions of paragraph 12, the aggregate number of shares that may be
sold pursuant to options granted under the Plan in any calendar year shall not exceed 1.5 percent of the fully diluted outstanding shares of the Company’s Common Stock (including Treasury Shares) on January 1 of such year, plus (i) the number
of shares that were available for grants in the previous year under the Plan but were not made subject to a grant in such previous year and (ii) the number of shares that were covered by options granted under the Plan which options lapsed, expired
or terminated in the previous year without being exercised. Notwithstanding the foregoing, not more than two million (2,000,000) shares in the aggregate shall be available for issuance under the Plan. The Committee may, in its discretion, issue
shares which are unissued or reacquired shares, including shares bought on the market or otherwise for purposes of the Plan. Should any option granted under the Plan expire or terminate prior to its exercise in full, the shares theretofore subject
to such option may again be subject to an option granted under the Plan. Any shares that are not subject to outstanding options upon the termination of the Plan shall cease to be subject to the Plan. The maximum number of shares available for sale
in any Option Period shall be determined by the Committee in its sole discretion, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 12. If the total number of shares for which options are to be exercised
for an Option Period in accordance with paragraph 7 exceeds the number of shares then available under the Plan for such Option Period, the Company shall make a pro rata allocation of the shares available based on a fraction, the numerator of which
shall be the number of shares with respect to which a participant has an option to purchase for an Option Period and the denominator of which shall be the number of shares available for purchase, with rounding down for each participant to the
nearest whole number.  
  
 6. Grant of
Options. 
  
 (a) General Statement;
“Date of Grant”; “Option Period”; “Date of Exercise”. Following the effective date of the Plan and continuing while the Plan remains in force, the Company shall offer options under the Plan to purchase shares of
Stock to all eligible employees who elect to participate in the Plan. Except as otherwise determined by the Committee, these options shall be granted on July 1, and, thereafter, on the first day of each successive January and July (each of which
dates is herein referred to as a “Date of Grant”). Except as provided in paragraph 12, the term of each option shall be for six months (each such six-month period is herein referred to as an “Option Period”), which shall begin on
a Date of Grant and end on the last day of each Option Period (herein referred to as a “Date of Exercise”). Subject to subparagraph 6(e), the number of shares subject to an option for a participant shall be equal to the quotient of (i) the
aggregate payroll deductions withheld on behalf of such participant during the Option 

  

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Period in accordance with subparagraph 6(b), divided by (ii) the Option Price (as defined in subparagraph 7(b)) of the Stock applicable to the Option Period,
including fractions. 
  
 (b) Election to
Participate; Payroll Deduction Authorization. An eligible employee may participate in the Plan only by means of payroll deduction. Except as provided in subparagraph 6(g), each eligible employee who elects to participate in the Plan shall
deliver to the Company, within the time period prescribed by the Committee, a written payroll deduction authorization in a form prepared by the Company whereby he gives notice of his election to participate in the Plan as of the next following Date
of Grant, and whereby he designates an integral percentage of his Eligible Compensation (as defined in subparagraph 6(d)) to be deducted from his compensation for each pay period and paid into the Plan for his account. The designated percentage may
not be less than 1%. 
  
 (c) Changes in
Payroll Authorization. A participant may withdraw from the Plan as provided in paragraph 8. In addition, a participant may decrease the percentage rate of his payroll deduction authorization referred to in subparagraph 6(b) or suspend or resume
payroll deductions during the relevant Option Period by delivering to the Company a new payroll deduction authorization in a form prepared by the Company. Such decrease, suspension or resumption will be effective as soon as administratively feasible
after receipt of the participant’s new payroll deduction authorization form. 
  
 (d) “Eligible Compensation” Defined. The term “Eligible Compensation” means regular straight-time earnings or
base salary, except that such term shall not include payments for overtime, incentive compensation, bonuses or other special payments. 
  
 (e) $25,000 Limitation. No employee shall be granted an option under the Plan which permits his rights to purchase Stock under the
Plan and under all other employee stock purchase plans of the Company and its parent and subsidiary corporations to accrue at a rate which exceeds $25,000 of fair market value of such Stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time (within the meaning of Section 423(b)(8) of the Code). Any payroll deductions in excess of the amount specified in the foregoing sentence shall be returned to the participant as soon as
administratively feasible after the next following Date of Exercise. 
  
 (f) Leaves of Absence. During a paid leave of absence approved by the Company and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2), a participant’s elected payroll deductions
shall continue. A participant may not contribute to the Plan during an unpaid leave of absence. If a participant takes an unpaid leave of absence that is approved by the Company and meets the requirements of Treasury Regulation Section
1.421-7(h)(2), then such participant’s payroll deductions for such Option Period that were made prior to such leave may remain in the Plan and be used to purchase Stock under the Plan on the Date of Exercise relating to such Option Period. If a
participant takes a leave of absence that is not described in the first or third sentence of 

  

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this subparagraph 6(f), then he shall be considered to have terminated his employment and withdrawn from the Plan pursuant to the provisions of paragraph 8
hereof. Further, notwithstanding the preceding provisions of this subparagraph 6(f), if a participant takes a leave of absence that is described in the first or third sentence of this subparagraph 6(f) and such leave of absence exceeds the Maximum
Period, then he shall be considered to have withdrawn from the Plan pursuant to the provisions of paragraph 8 hereof and terminated his employment for purposes of the Plan on the day immediately following the last day of the Maximum Period. For
purposes of the preceding sentence, the term “Maximum Period” shall mean, with respect to a participant, the 90-day period beginning on the first day of the participant’s leave of absence; provided, however, that if the
participant’s right to reemployment by the Company (or a parent or subsidiary corporation of the Company) is guaranteed either by statute or contract, then such 90-day period shall be extended until the last day upon which such reemployment
rights are so guaranteed. 
  
 (g) Continuing
Election. Subject to the limitation set forth in subparagraph 6(e), a participant (i) who has elected to participate in the Plan pursuant to subparagraph 6(b) as of a Date of Grant and (ii) who takes no action to change or revoke such election
as of the next following Date of Grant and/or as of any subsequent Date of Grant prior to any such respective Date of Grant shall be deemed to have made the same election, including the same attendant payroll deduction authorization, for such next
following and/or subsequent Date(s) of Grant as was in effect immediately prior to such respective Date of Grant. Payroll deductions that are limited by subparagraph 6(e) shall re-commence at the rate provided in such participant’s payroll
deduction authorization at the beginning of the first Option Period that is scheduled to end in the following calendar year, unless the participant changes the amount of his payroll deduction authorization pursuant to paragraph 6, withdraws from the
Plan as provided in paragraph 8 or is terminated from the Plan as provided in paragraph 9. 
  
 7. Exercise of Options. 
  
 (a) General Statement. Subject to the limitation set forth in subparagraph 6(e), each participant in the Plan automatically and without any act on his part shall be deemed to have exercised his option on each
Date of Exercise to the extent of his unused payroll deductions under the Plan and to the extent the issuance of Stock to such participant upon such exercise is lawful. 
  
 (b) “Option Price” Defined. The term “Option Price” shall mean the per share
price of Stock to be paid by each participant on each exercise of his option, which price shall be determined by the Committee prior to each Option Period, but shall be equal to not less than 85% nor more than 100% of the fair market value of the
Stock on the Date of Exercise or on the Date of Grant, as determined by the Committee. For all purposes under the Plan, the fair market value of a share of Stock on a particular date shall be equal to the closing price on the principal exchange or
over-the-counter market on which such shares are trading, if any, or as reported on any composite index which includes such principal exchange, for the date immediately preceding the date of the 

  

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determination, or if no trade of the Common Stock shall have been reported for such date, the closing price quoted on such exchange for the most recent trade
prior to the determination date. The term “closing price” shall mean (i) if the shares of Common Stock are listed or admitted for trading on a national securities exchange, the last reported sales price, or, in case no such reported sale
takes place on such day or days, the average of the reported closing bid and asked prices, in either case on the principal national securities exchange on which the shares of Common Stock are listed or admitted for trading, or (ii) if the shares of
Common Stock are not listed or admitted for trading on a national securities exchange, (A) the last transaction price of the shares of Common Stock on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or,
in the case no such reported transaction takes place on such day, the average of the reported closing bid and asked prices thereof quoted on NASDAQ, or (B) if the shares of Common Stock are not quoted on NASDAQ, the average of the closing bid and
asked prices of the shares of Common Stock in the over-the-counter market, as reported by the The National Quotation Bureau, Inc., or an equivalent generally accepted reporting service. 
  
 (c) Delivery of Shares; Restrictions on Transfer. As soon as practicable after each Date of Exercise,
the Company shall deliver to a custodian selected by the Committee one or more certificates representing (or shall otherwise cause to be credited to the account of such custodian) the total number of whole shares of Stock respecting options
exercised on such Date of Exercise in the aggregate (for both whole and fractional shares) of all of the participating eligible employees hereunder. Any remaining amount representing a fractional share shall not be certificated (or otherwise so
credited) and shall be carried forward to the next Date of Exercise for certification (or credit) as part of a whole share. Such custodian shall keep accurate records of the beneficial interests of each participating employee in such shares by means
of participant accounts under the Plan, and shall provide each eligible employee with quarterly or such other periodic statements with respect thereto as may be directed by the Committee. If the Company is required to obtain from any U.S. commission
or agency authority to issue any such shares, the Company shall seek to obtain such authority. Inability of the Company to obtain from any commission or agency (whether U.S. or foreign) authority which the Company’s General Counsel or his
designee deems necessary for the lawful issuance of any such shares shall relieve the Company from liability to any participant in the Plan except to return to him the amount of his payroll deductions under the Plan which would have otherwise been
used upon exercise of the relevant option. Except as hereinafter provided, for a period of six months (or such other period as the Committee may from time to time specify with respect to a particular grant of options) after the Date of Exercise of
an option (the “Restriction Period”), the shares of Stock issued in connection with such exercise may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of by the optionee who has
purchased such shares; provided, however, that such restriction shall not apply to the transfer, exchange or conversion of such shares of Stock pursuant to a merger, consolidation or other plan of reorganization of the Company, but the stock,
securities or other property (other than cash) received upon any such transfer, exchange or conversion shall also become subject to the same transfer restrictions applicable to the original shares 

  

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of Stock, and shall be held by the custodian, pursuant to the provisions hereof. Upon the expiration of such Restriction Period, the transfer
restrictions set forth in this subparagraph 7(c) shall cease to apply and the optionee may, pursuant to procedures established by the Committee and the custodian, direct the sale of some or all of the whole shares of Stock in his Company stock
account that are not then subject to transfer restrictions and request payment of the net proceeds from such sale. Unless sold by the custodian, the shares of Stock in an optionee’s Company stock account shall be held by the custodian for a
period of two years following the date of grant. Further, upon the termination of the optionee’s employment with the Company and its parent or subsidiary corporations by reason of death or permanent and total disability (within the meaning of
Section 22(e)(3) of the Code), the transfer restrictions set forth in this subparagraph 7(c) shall cease to apply and the custodian shall, upon the request of such optionee (or as applicable, such optionee’s personal representative), deliver to
such optionee a certificate issued in his name representing (or otherwise credit to an account of such optionee) the aggregate whole number of shares of Stock in his Company stock account under the Plan. At the time of distribution of such shares,
any fractional share in such Company stock account shall be converted to cash based on the fair market value of the Stock on the date of distribution and such cash shall be paid to the optionee. The Committee may cause the Stock issued in connection
with the exercise of options under the Plan to bear such legends or other appropriate restrictions, and the Committee may take such other actions, as it deems appropriate in order to assure compliance with applicable laws. 
  
 8. Withdrawal from the Plan. 
  
 (a) General Statement. Any participant may withdraw
in whole from the Plan at any time prior to the Date of Exercise relating to a particular Option Period. Partial withdrawals shall not be permitted. A participant who wishes to withdraw from the Plan must timely deliver to the Company a notice of
withdrawal in a form prepared by the Company. The Company, promptly following the time when the notice of withdrawal is delivered, shall refund to the participant the amount of his payroll deductions under the Plan which have not yet been otherwise
returned to him or used upon exercise of options; and thereupon, automatically and without any further act on his part, his payroll deduction authorization and his interest in unexercised options under the Plan shall terminate. 
  
 (b) Eligibility Following Withdrawal. A participant
who withdraws from the Plan shall be eligible to participate again in the Plan upon expiration of the Option Period during which he withdrew (provided that he is otherwise eligible to participate in the Plan at such time). 
  
 9. Termination of Employment. If the employment of a participant
terminates for any reason whatsoever, then his participation in the Plan automatically and without any act on his part shall terminate as of the date of the termination of his employment. The Company shall promptly refund to him the amount of his
payroll deductions under the Plan that have not yet been otherwise returned to him or used upon exercise of options, and thereupon his interest in unexercised options under the Plan shall terminate. 
  

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 10. Restriction Upon Assignment of Option. An option granted under the Plan shall not be
transferable otherwise than by will or the laws of descent and distribution. Each option shall be exercisable, during his lifetime, only by the employee to whom granted. The Company shall not recognize and shall be under no duty to recognize any
assignment or purported assignment by an employee of his option or of any rights under his option or under the Plan. 
  
 11. No Rights of Stockholder Until Exercise of Option. With respect to shares of Stock subject to an option, an optionee shall not be deemed to be
a stockholder, and he shall not have any of the rights or privileges of a stockholder, until such option has been exercised. With respect to an individual’s Stock held by the custodian pursuant to subparagraph 7(c), the custodian shall, as soon
as practicable, pay the individual any cash dividends attributable thereto and shall, in accordance with procedures adopted by the custodian, facilitate the individual’s voting rights attributable thereto. 
  
 12. Changes in Stock; Adjustments. Whenever any change is made in the
Stock, by reason of a stock dividend or by reason of subdivision, stock split, reverse stock split, recapitalization, reorganization, combination, reclassification of shares or other similar change, appropriate action will be taken by the Committee
to adjust accordingly the number of shares subject to the Plan, the maximum number of shares that may be subject to any option, and the number and Option Price of shares subject to options outstanding under the Plan. 
  
 If the Company shall not be the surviving corporation in any merger or
consolidation (or survives only as a subsidiary of another entity), or if the Company is to be dissolved or liquidated, then, unless a surviving corporation assumes or substitutes new options (within the meaning of Section 424(a) of the Code) for
all options then outstanding, (i) the Date of Exercise for all options then outstanding shall be accelerated to a date fixed by the Committee prior to the effective date of such merger or consolidation or such dissolution or liquidation and (ii)
upon such effective date any unexercised options shall expire and the Company promptly shall refund to each participant the amount of such participant’s payroll deductions under the Plan which have not yet been otherwise returned to him or used
upon exercise of options. 
  
 13. Use of Funds; No Interest
Paid. All funds received or held by the Company under the Plan shall be included in the general funds of the Company free of any trust or other restriction, and may be used for any corporate purpose. No interest shall be paid or credited to any
participant. 
  
 14. Term of the Plan. The Plan shall be
effective upon the date of its adoption by the Board, provided the Plan is approved by the stockholders of the Company within 12 months thereafter. Notwithstanding any provision in the Plan, no option granted under the Plan shall be exercisable
prior to such stockholder approval, and, if the stockholders of the Company do not approve the Plan by the Date of Exercise of the first option granted hereunder, then the Plan shall automatically terminate, no options may be exercised thereunder
and the Company promptly shall refund to each participant the amount of such participant’s payroll deductions under the Plan; and thereupon, automatically and without any further act on his part, his payroll deduction authorization and his
interest in unexercised options under the Plan shall terminate. Except with respect to options then outstanding, if not sooner terminated under the provisions of paragraph 

  

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15, the Plan shall terminate upon and no further payroll deductions shall be made and no further options shall be granted after December 31, 2014.

  
 15. Amendment or Termination of the Plan. The Board in
its discretion may terminate the Plan at any time with respect to any Stock for which options have not theretofore been granted. The Board and the Committee shall each have the right to alter or amend the Plan or any part thereof from time to time;
provided, however, that no change in any option theretofore granted may be made that would impair the rights of the optionee without the consent of such optionee. 
  
 16. Securities Laws. The Company shall not be obligated to issue any Stock pursuant to any option granted under the
Plan at any time when the offer, issuance or sale of shares covered by such option has not been registered under the Securities Act of 1933, as amended, or does not comply with such other state, federal or foreign laws, rules or regulations, or the
requirements of any stock exchange upon which the Stock may then be listed, as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the requirements of such laws, rules,
regulations or requirements available for the offer, issuance and sale of such shares. Further, all Stock acquired pursuant to the Plan shall be subject to the Company’s policies concerning compliance with securities laws and regulations, as
such policies may be amended from time to time. The terms and conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
shall comply with any applicable provisions of Rule 16b-3. As to such persons, this Plan shall be deemed to contain, and such options shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and
restrictions as may be required from time to time by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 
  
 17. No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or
any subsidiary from taking any corporate action that is deemed by the Company or such subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any option granted under the Plan. No
employee, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action. 
  
 18. Miscellaneous Provisions. 
  
 (a) Parent and Subsidiary Corporations. For all purposes of the Plan, a corporation shall be considered to be a parent or
subsidiary corporation of the Company only if such corporation is a parent or subsidiary corporation of the Company within the meaning of Sections 424(e) or (f) of the Code. 
  
 (b) Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to
include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 
  

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 (c) Headings. The headings and subheadings in the Plan are included solely for
convenience, and if there is any conflict between such headings or subheadings and the text of the Plan, the text shall control. 
  
 (d) Not a Contract of Employment; No Acquired Rights. The adoption and maintenance of the Plan shall not be deemed to be a contract
between the Company or any Participating Company and any person or to be consideration for the employment of any person. Participation in the Plan at any given time shall not be deemed to create the right to participate in the Plan, or any other
arrangement permitting an employee of the Company or any Participating Company to purchase Stock at a discount, in the future. The rights and obligations under any participant’s terms of employment with the Company or any Participating Company
shall not be affected by participation in the Plan. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or any Participating Company or to restrict the right of the Company or any
Participating Company to discharge any person at any time, nor shall the Plan be deemed to give the Company or any Participating Company the right to require any person to remain in the employ of the Company or such Participating Company or to
restrict any person’s right to terminate his employment at any time. The Plan shall not afford any participant any additional right to compensation as a result of the termination of such participant’s employment for any reason whatsoever.

  
 (e) Compliance with Applicable Laws.
The Company’s obligation to offer, issue, sell or deliver Stock under the Plan is at all times subject to all approvals of and compliance with any governmental authorities (whether domestic or foreign) required in connection with the
authorization, offer, issuance, sale or delivery of Stock as well as all federal, state, local and foreign laws. Without limiting the scope of the preceding sentence, and notwithstanding any other provision in the Plan, the Company shall not be
obligated to grant options or to offer, issue, sell or deliver Stock under the Plan to any employee who is a citizen or resident of a jurisdiction the laws of which, for reasons of its public policy, prohibit the Company from taking any such action
with respect to such employee. 
  
 (f)
Severability. If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be
construed and enforced as if said illegal or invalid provision had never been included herein. 
  
 (g) Governing Law. All provisions of the Plan shall be construed in accordance with the laws of Delaware except to the extent
preempted by federal law. 
  

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