2003 Employee Stock Purchase Plan



 
EXHIBIT 4.20

 
FIRST ADVANTAGE CORPORATION

 
2003 EMPLOYEE STOCK PURCHASE PLAN

 
1. Purpose. 
 
The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. 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 provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 
 
2. Definitions. 
 
(a) “Board” shall mean the Board of Directors
of the Company. 
 
(b) “Code”
shall mean the Internal Revenue Code of 1986, as amended. 
 
(c) “Common Stock” shall mean the Class A common stock, par value $0.001, of the Company. 
 
(d) “Company” shall mean First Advantage Corporation, a Delaware corporation. 
 
(e) “Compensation” shall mean all wages
within the meaning of Code section 3401(a), and all other payments of compensation to an Employee by the Company or Designated Subsidiary for which the Company or Designated Subsidiary is required to furnish the Employee a written statement under
Code sections 6041 and 6051. Compensation shall be determined without regard to any rules under Code section 3401(a) that limit the remuneration included in wages based on the nature or location of employment or the services performed. The Board
shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation, including the forms of pay to be included in Compensation for Designated Subsidiaries and Employees outside of the United States,
and may change the definition of Compensation on a prospective basis. 
 
(f) “Designated Subsidiary” shall mean any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 
 
(g) “Employee” shall mean any individual (i)
who is an employee of the Company or any Designated Subsidiary as determined in accordance with the rules contained in Section 3401(c) of the Code and the regulations thereunder and (ii) who has been employed with the Company and/or a Designated
Subsidiary either on the Initial Trading Date or for a period of thirty (30) 
 

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days. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or
other leave of absence approved by the Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship
shall be deemed to have terminated on the 91st day of such leave. 
 
(h) “Enrollment Date” shall mean a date prior to the beginning of an Offering Period, as specified by the Board, on which the eligibility for participation in the following Offering Period is determined.

 
(i) “Exercise Date” shall mean
the last day of each Offering Period. 
 
(j)
“Fair Market Value” shall mean, as of any date, the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market System, as reported in The Wall Street Journal or
such other sources as the Board shall determine. 
 
(k) “Initial Trading Date” shall mean the date on which Common Stock commences trading on the Nasdaq National Market System. 
 
(l) “Offering Period” shall mean a period of approximately one (1) month during which an option granted pursuant to the
Plan may be exercised. The first Offering Period will commence on the Initial Trading Date and terminate on the last Trading Day of the calendar month in which the Initial Trading Date occurs. Thereafter, subsequent Offering Periods, if any, will
commence on the first day of each calendar month and terminate on the last Trading Day of that calendar month. The duration of Offering Periods may be changed pursuant to Section 4 of this Plan. 
 
(m) “Plan” shall mean this 2003 Employee
Stock Purchase Plan. 
 
(n) “Purchase
Price” shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Exercise Date, provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 19. 
 
(o) “Reserves” shall mean the number of
shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. 
 
(p) “Subsidiary” shall mean a corporation,
domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 
 
(q) “Trading Day” shall mean a day on which
national stock exchanges are open for trading. 
 
3.
Eligibility. 
 

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(a) Any
Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date shall be eligible to participate in the Plan. 
 
(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Employee would own or be considered to own five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary (for purposes of this Section 3(b), the rules of Section
424(d) of the Code shall apply in determining stock ownership of any Employee, and stock that the Employee may purchase under outstanding options (whether or not such options qualify for the special tax treatment afforded by Section 421(a) of the
Code) shall be treated as stock owned by the Employee) or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company, its Subsidiaries and any parent corporation (as defined in Section 424(e)
of the Code) of the Company accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is
outstanding at any time, in accordance with Section 423(b)(8) of the Code. 
 
4. Offering Periods. 
 
The
Plan shall be implemented by consecutive monthly Offering Periods with the first offering period commencing on the Initial Trading Date, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance
with Section 19 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced at least five (5)
days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 
 
5. Participation. 
 
(a) An eligible Employee may become a participant in the Plan by completing an enrollment form designated by the Board, on or before the date designated by the Board. 
 
(b) Payroll deductions for a participant shall commence on the
first payroll following the first day of the Offering Period and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.

 
6. Payroll Deductions. 
 
(a) At the time a participant files his or her enrollment
agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Offering Period.
Payroll deductions may be permitted on the basis of flat dollar 
 

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contributions, or a percentage of compensation (in whole percentages only), as determined by the Board. 
 
(b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan. A participant may not make any additional payments into such account. 
 
(c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the
rate of his or her payroll deductions by completing or filing with the Company a new enrollment form authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the number of participation rate changes during any Offering
Period. The change in rate shall be effective with the first full payroll period following the administrative deadline established by the Company. A participant’s enrollment form shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof. 
 
(d)
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll deductions may be refunded to the participant, or decreased to zero percent (0%), at any time.

 
(e) At the time the option is exercised, in
whole or in part, or at the time some or all of the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any,
which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 
 
7. Grant of Option. 
 
On the first day of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company’s Common Stock determined by dividing
such Employee’s payroll deductions accumulated prior to such Exercise Date and retained in the Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 13 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.

 
8. Exercise of Option. 
 
Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the 
 

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maximum number of shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated
payroll deductions in his or her account. Shares purchased shall be full or fractional shares as determined by the Board. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or
her. If the Board determines that only full shares of Common Stock may be purchased under the Plan, any payroll deductions accumulated in a participant’s account under the Plan that are not sufficient to purchase a full share shall be retained
in such account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10. Any other monies remaining in a participant’s account under the Plan after the Exercise Date of an Offering Period
shall be returned to the participant, or, in the case of the participant’s death, to the person or persons entitled thereto, in cash. 
 
9. Delivery. 
 
As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of the shares purchased upon exercise of his or her option. 
 
10. Withdrawal. 
 
(a) A participant may withdraw from the Plan at any time by giving notice to the Company on the form designated by the Board, on or before the date designated by the Board. If a participant withdraws from the Plan, payroll deductions
shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new enrollment form as provided in Section 5. 
 
(b) A participant’s withdrawal from the Plan shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 
 
(c) In the event a participant withdraws from the Plan prior
to an Exercise Date, any payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option shall be returned to such participant. 
 
11. Termination of Employment. 
 
Upon a participant’s ceasing to be an Employee for any
reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option shall be returned to such
participant or, in the case of his or her death, to the person or persons entitled thereto and such participant’s option shall be automatically terminated. 
 

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12. Interest.

 
No interest shall accrue on the payroll
deductions of a participant in the Plan. 
 
13. Stock.

 
(a) Subject to adjustment upon changes in
capitalization of the Company as provided in Section 18 hereof, the maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be one million (1,000,000) shares. If, on a given Exercise
Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a
manner as shall be practicable and as it shall determine to be equitable. 
 
(b) The participant shall have no interest or voting right in shares covered by his option until such option has been exercised. 
 
(c) Shares to be delivered to a participant under the Plan shall be registered in the name of the participant. 
 
14. Administration. 
 
The Plan shall be administered by the Board or a committee
appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. In
the event that a committee is appointed by the Board, a decision of the committee regarding the Plan shall have the same effect as a decision by the Board. Every finding, decision and determination made by the Board or its committee shall, to the
full extent permitted by law, be final and binding upon all parties. 
 
15. Transferability. 
 
Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such
act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. 
 
16. Use of Funds. 
 

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All payroll
deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 
 
17. Reports. 
 
Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees
at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 
 
18. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. 
 
(a) Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase per Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an option. 
 
(b) Dissolution or
Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (for purposes of this paragraph only, the “New Exercise Date”),
and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation.
The Board shall notify each participant, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall
be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 
 
(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the option, the Offering Period then in progress 
 

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shall be shortened by setting a new Exercise Date (for purposes of this paragraph only, the “New Exercise Date”). The New Exercise
Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each participant, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been
changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.

 
19. Amendment or Termination. 
 
(a) The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan. Except as provided in Section 18, no such termination shall affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board
determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 18 and Section 19, no amendment may make any change in any option theretofore granted
which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required. 
 
(b) Without
stockholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the Board (or its committee) shall be entitled to add or delete Designated Subsidiaries to be eligible to
participate in the Plan, change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. 
 
(c) The Plan may not be amended in any way which would cause options issued under the Plan to fail to meet the requirements of Section 423
of the Code. 
 
20. Notices. 
 
All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 
 

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21. Conditions Upon
Issuance of Shares. 
 
(a) Securities Law
Requirements. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
 
(b) Holding Period after Exercise of Option. Shares issued as a result of the exercise of an option under this Plan will be subject
to a holding period of one (1) year from the date of exercise. During this holding period, the shares may not be sold or transferred by the Employee. The Board, at its sole discretion, may change or eliminate this holding period. 
 
22. Term of Plan. 
 
The Plan shall become effective on the Initial Trading Date,
subject to approval by the stockholder of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 19 hereof. 
 
23. Governing Law. 
 
This Plan shall be governed by the laws of the State of Delaware. 
 
24. No Enlargement of Employee Rights. 
 
Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ of
the Company or any Designated Subsidiary, or to interfere with the right of the Company or Designated Subsidiary to discharge any Employee at any time. 
 
25. Rules for Foreign Jurisdictions. 
 
The Board may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements
of local laws and procedures. Without limiting the generality of the foregoing, the Board is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll
tax, withholding procedures and handling of stock certificates which vary with local requirements. 
 

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The Board may
also adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Code section 423. The rules of such sub-plans may take precedence over other provisions of this Plan, with
the exception of Section 13, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. 
 

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