2005 Employee Stock Purchase Plan



 Exhibit 10.1 
  
 UCN, INC. 
  
 2005 EMPLOYEE STOCK PURCHASE PLAN 
  
 Section 1. Purpose. The purpose of the UCN, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity to current
employees of UCN, Inc. (the “Company”) or any Participating Subsidiary of the Company to purchase its Common Stock. By encouraging such stock ownership, the Company seeks to attract, retain and motivate such employees to devote their best
efforts to the financial success of the Company. It is intended that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, the Plan
authorizes the grant of Options and issuance of Common Stock, which do not qualify under Section 423 of the Code, pursuant to sub-plans adopted by the Committee designed to achieve desired tax or other objectives in particular locations outside the
United States. 
  
 Section 2. Definitions. For purposes of
the Plan, the following terms used herein shall have the following meanings, unless a different meaning is clearly required by the context. 
  
 2.01. “Base Pay” shall mean the monthly pay rate of a salaried Employee or the hourly pay rate of an hourly Employee. Base Pay shall not
include payments for overtime, allowances, bonuses and other special payments, commissions and other marketing incentive payments. 
  
 2.02. “Board of Directors” shall mean the Board of Directors of the Company. 
  
 2.03. “Committee” shall mean the committee of the Board of
Directors referred to in Section 5 hereof. 
  
 2.04.
“Common Stock” shall mean the Common Stock of the Company. 
  
 2.05. “Employee” shall mean any person, including any officer or employee-director of the Company or any Participating Subsidiary of the Company, who is actively and customarily employed for 32 hours
or more per week by the Company or a Participating Subsidiary of the Company. 
  
 2.06. “Fair Market Value” shall mean: (i) if the Common Stock is at the time listed or admitted to trading on a national securities exchange, the closing price (last trade) for a share of Common Stock
on the date in question, as such price is reported in the composite tape of transactions for such exchange; or (ii) if not so listed but quotations for the common stock are reported by the National Association of Securities Dealers on the NASDAQ
National Market or SmallCap Market or any successor system, the closing price (last trade) for a share of Common Stock on the date in question as reported on the NASDAQ National Market or SmallCap Market; or (iii) if not then listed on a national
securities exchange or the NASDAQ National Market or SmallCap Market but is traded in the over-the-counter market, the average of the highest “bid” quotation and highest “asked” quotation of a share of Common Stock on such date
as reported on the NASD OTC Bulletin Board; provided, if there is no such price or quotation on the date in question, the price or quotation, as applicable, shall be that on the most recent prior date on which there was a price or quotations of a
share of Common Stock. 
  
 2.07. “Offering” shall
have the meaning described in Section 4.01. 
  
 2.08.
“Option” shall mean any option to purchase Common Stock granted to an Employee pursuant to this Plan. 
  
 2.09. “Participant” shall mean any Employee that is eligible to participate in the Plan in accordance with Section 3 and who elects to
participate in the Plan. 
  
 2.10 “Participating
Subsidiary of the Company” means any Subsidiary of the Company that has been designated by the Board of Directors as eligible to participate in the Plan with respect to its Employees. 
  
 2.11. “Participation Period” shall mean the period beginning
on January 1, 2005 and ending on March 31, 2005 and each three-month period thereafter during the term of the Plan. The Plan shall be in effect from January 1, 2005, to January 31, 2014. There shall be thirty-six Participation Periods during the
term of the Plan. 







 2.12. “Subsidiary of the Company” means any foreign or U.S. domestic corporation (other
than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. 
  
 Section 3. Eligibility and Participation. The following provisions shall govern the eligibility of Employees to participate in the Plan. 
  
 3.01. Eligibility. Any Employee who shall have completed three months of employment with the Company or any Participating Subsidiary of the Company
shall be eligible to participate in the Offering as of the first day of the next Participation Period. The Committee may also determine that a designated group of highly compensated Employees are ineligible to participate in the Plan so long as the
excluded category fits within the definition of “highly compensated employee” in Code Section 414(q). The Committee may impose restrictions on eligibility and participation of Employees who are officers or directors to facilitate
compliance with federal or state securities laws or foreign laws. 
  
 3.02. Restrictions on Participation. Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an Option under the Plan: 
  
 (a) If, immediately after such grant, such Employee would own stock possessing five percent or more of the
total combined voting power or value of all classes of stock of the Company or any Subsidiary of the Company, such ownership to be determined by applying the rules of Section 424(d) of the Code and treating stock which the Employee may purchase
under outstanding options as stock owned by the Employee; or 
  
 (b) Which would permit his or her rights to purchase stock under the Plan (and under any other plans of the Company or any Subsidiary of the Company qualifying under Section 423 of the Code) to accrue at a rate which
exceeds the lesser of (i) $25,000 or (ii) 10% of the Employee’s Base Pay of Fair Market Value of the stock (determined on the basis of the Fair Market Value of the stock at the time such Option is granted) for each calendar year in which such
Option is outstanding. 
  
 3.03. Commencement of Participation.
A Participant may elect to participate by executing the enrollment form prescribed for such purpose by the Committee which enrollment form may include an application for an account with the Company’s designated broker. The enrollment form
shall be filed with the Committee at any time prior to the first day of the next Participation Period. The Participant shall designate on the enrollment form the percentage of his or her Base Pay that he or she elects to have withheld for the
purchase of Common Stock, which may be any whole percentage from 1% to 10%. Once enrolled, a Participant will continue to participate in the Plan for each succeeding Participation Period until he or she terminates participation or ceases to qualify
as an Employee. 
  
 Section 4. Common Stock Subject to the
Plan. 
  
 4.01. Number of Shares. The total number of
shares of Common Stock for which Options may be granted under this Plan shall not exceed in the aggregate 1,000,000 shares of Common Stock. The Plan will be implemented by an Offering of shares of Common Stock (the “Offering”). The
Offering shall begin on January 1, 2005 and shall terminate on January 31, 2014. 
  
 4.02. Reissuance. The shares of Common Stock that may be subject to Options granted under this Plan may be either authorized and unissued shares of Common Stock or shares of Common Stock reacquired at any time
and now or hereafter held as treasury stock of the Company as the Committee may determine. In the event that any outstanding Option expires or is terminated for any reason, the shares allocable to the unexercised portion of such Option may again be
subject to an Option granted under this Plan. 
  

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 Section 5. Administration of the Plan. 
  
 5.01. Committee. The Plan shall be administered by the Compensation
Committee of the Board of Directors, or such other committee established by the Board of Directors (the “Committee”) consisting of no less than two persons. The Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. 
  
 5.02. Interpretation.
The Committee shall be authorized (i) to interpret the Plan and decide any matters arising there under, and (ii) to adopt such rules, regulations and procedures, not inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the purpose of this Plan. 
  
 5.03. Finality. The
interpretation and construction by the Committee of any provision of the Plan, any Option granted hereunder or any agreement evidencing any such Option shall be final, conclusive and binding upon all parties. 
  
 5.04. Voting by Committee Members. Only members of the Committee shall
vote on any matter affecting the administration of the Plan or the granting of Options under the Plan. 
  
 5.05. Expenses. All expenses and liabilities incurred by the Committee in the administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants or other persons in connection with the administration of the Plan. The Company, and its officers and directors, shall be entitled to rely upon the advice, opinions or valuations of any such
persons. No member of the Board of Directors or the Committee shall be liable for any action, determination or interpretation taken or made in good faith with respect to the Plan or any Option granted hereunder. 
  
 5.06 Non-US. Participation. The Committee 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 Committee is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax and withholding procedures that vary with local requirements. With respect to any Participating Subsidiary that employs Participants
who reside outside of the United States, and notwithstanding anything herein to the contrary, the Committee may in its sole discretion amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet
the objectives and purpose of the Plan, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions and such sub-plans may be designed to be outside the scope of Code Section 423. The
provisions of such sub-plans may take precedence over other provisions of the Plan, with the exception of Section 4.01, but unless otherwise superseded by the terms of such sub-plan, the provisions of the Plan shall govern the operation of such
sub-plans. 
  
 5.07 Changing of Percentage/ Minimum Price.
The percentage (i.e. 85%) provided for within Subsections 7.02(iii) and 7.03 herein may be changed by and at the sole discretion of the Committee, without further approval of the Company’s Stockholders, to any whole percentage that is not
less than 85% and not greater than 100%; provided, however, that the Committee shall provide all Participants with written notice of any such change in advance of the Participation Period in which such change is to first take effect. The minimum
price requirement of $2.00 per share (as the same may be adjusted as contemplated herein) provided for within Subsections 7.02(iii) and 7.03 herein may be terminated at the sole discretion of the Committee, without further approval of the
Company’s Stockholders, at any time on or after the date that no shares of the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, as constituted on April 15, 2004, are outstanding; provided, however,
that the Committee shall provide all Participants with written notice of any such change in advance of the Participation Period in which such change is to first take effect. 
  
 Section 6. Payroll Deductions, 
  
 6.01. Amount of Deduction. At the time a Participant files his or her enrollment form authorizing payroll deductions
pursuant to Section 3.03, he or she shall elect to have deductions made from his or her Base Pay on each payday during the time he or she is a Participant in the Offering. 
  
 6.02. Participant’s Account; No Interest. All payroll deductions made for a Participant shall be credited to his
or her account under the Plan. A Participant may not make any separate cash payment into such account. No interest shall accrue on amounts credited to a Participant’s account under the Plan, regardless of whether or not the funds in such
account are ultimately used to acquire shares of Common Stock, unless required under local law. 
  

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 6.03. Changes in Payroll Deductions. A Participant may change the rate of payroll deductions,
effective for the next Participation Period, by filing a new enrollment form with the Committee at any time prior to the first day of the Participation Period for which such change is to be effective. A Participant may also discontinue his or her
participation in the Plan by notifying the Committee in accordance with the procedures established by the Committee for such purpose. 
  
 6.04. Use of Funds. 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 unless required under local law. 
  
 Section 7. Grant of Option. 
  
 7.01. Terms and Conditions. A description of the terms and conditions of the Plan shall be made available to Participants in such form and manner,
as the Committee shall approve. 
  
 7.02. Number of Option
Shares. On the first business day of each Participation Period during the term of the Plan, each Participant shall be deemed to have been granted an Option, subject to the limitations of Section 3.02, to purchase a maximum number of shares of
Common Stock during the Participation Period equal to the number obtained by multiplying (i) the percentage of the Employee’s Base Pay for that Participation Period, which he or she has elected to have withheld pursuant to Section 6.01 by (ii)
the Employee’s Base Pay for that Participation Period and dividing the resulting product by (iii) the greater of $2.00 (as adjusted proportionately for stock splits, share combinations, or recapitalizations, as determined by the Committee), and
85% (subject to increase by the Committee) of the Fair Market Value of one share of Common Stock of the Company on the first business day or on the last business day of that Participation Period, whichever is lower, provided, however, that in no
event shall the total number of shares of Common Stock for which Options are granted exceed the number of shares set forth in Section 4.01. If the total number of shares of Common Stock for which Options would have been granted to Participants
pursuant to the preceding sentence would have exceeded the number of shares set forth in Section 4.01 (absent the proviso in the preceding sentence), the Committee shall make a pro rata allocation of the shares of Common Stock available for grant to
Participants’ Options in such manner as it shall determine, in its sole discretion, to be reasonably practicable, uniform and equitable. 
  
 7.03. Option Price. The Option price per share of the Common Stock subject to an Option shall be the greater of: $2.00 (as adjusted proportionately
for stock splits, share combinations, or recapitalizations, as determined by the Committee); and 85% (subject to increase by the Committee) of the Fair Market Value of one share of Common Stock of the Company on the first business day or on the last
business day of that Participation Period, whichever is lower. 
  
 7.04. Interest in Option Stock. A Participant shall have no interest in shares of Common Stock covered by his or her Option until such Option has been exercised. 
  
 7.05. Transferability. Neither payroll deductions credited to a Participant’s account nor Options granted to a
Participant shall be transferable other than by will or the laws of descent and distribution and, during a Participant’s lifetime, an Option shall be exercisable only by the Participant. 
  
 7.06 Tax Withholding. In the event that the Company or any Subsidiary
of the Company is required to withhold any Federal, state, local or foreign taxes in respect of any compensation income realized by the Participant as a result of any “disqualifying disposition” of any shares of Common Stock acquired upon
exercise of an Option granted hereunder, the Company or such Subsidiary of the Company shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state, local or foreign taxes required to be so
withheld or, if such payments are insufficient to satisfy such Federal, state, local or foreign taxes, such Participant will be required to pay to the Company or such Subsidiary of the Company, or make other arrangements satisfactory to the Company
or such Subsidiary of the Company regarding payment to the Company or such Subsidiary of the Company of, the aggregate amount of any such taxes. All matters with respect to the total amount of taxes to be 

  

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withheld in respect of any such compensation income shall be determined by the Committee in its sole discretion. Subject to approval by the Committee, a
Participant may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Common Stock to be acquired upon exercise of an Option, a number of shares of Common Stock with
an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Common Stock owned by the Participant with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount due. 
  
 Section 8. Exercise of Options. 
  
 8.01. Automatic Exercise. Unless a Participant gives written notice to the Company of withdrawal pursuant to Section 9.01, his or her Option to acquire Common Stock with payroll deductions credited to his or her account for any
Participation Period will be deemed to have been exercised automatically on the last business day of the applicable Participation Period for the purchase of the number of full shares of Common Stock that the accumulated payroll deductions credited
to his or her account at that time will purchase at the applicable Option price (but not in excess of the number of shares of Common Stock for which Options have been granted to the Employee pursuant to Section 7.02), and any excess credited to his
or her account at that time will be carried forward to the next Participation Period. 
  
 8.02. Fractional Shares. Fractional shares will not be issued under the Plan and any accumulated payroll deductions that would have been used to purchase fractional shares will be carried over to the next
following Participation Period. 
  
 8.03. Delivery of Stock.
As soon as reasonably practicable after each Participation Period, the Company will deliver to the Participant’s account with the Company’s designated broker, in such Participant’s name, the shares of Common Stock purchased upon
exercise of such Participant’s Option. It is a condition of participation in the Plan that each Participant maintains an account with the broker designated by the Company. The Company reserves the right to change its designated broker from time
to time in its sole discretion. 
  
 Section 9. Withdrawal.

  
 9.01. In General. A Participant may withdraw payroll
deductions credited to his or her account for a Participation Period under the Plan at any time prior to the last business day of such Participation Period by giving written notice to the Committee. As soon as reasonably practicable after receipt by
the Committee of his or her notice of withdrawal, the payroll deductions credited to the Participant’s account for such Participation Period will be paid to him or her without interest (except to the extent required by local law), and no
further payroll deductions will be made from his or her Base Pay for such Participation Period. 
  
 9.02. Cessation of Employee Status. In the event a Participant shall cease to be an Employee during a Participation Period for any reason, other
than as a result of his or her death, the payroll deductions credited to his or her account for such Participation Period will be returned to him or her without interest (except to the extent required by local law) as soon as reasonably practicable
thereafter. 
  
 9.03. Termination Due to Death. In the
event a Participant shall cease to be an Employee during a Participation Period by reason of his or her death, his or her legal representative shall have the right to elect, by written notice to the Committee prior to the last business day of the
Participation Period: 
  
 (a) To withdraw all of
the payroll deductions credited to the Participant’s account under the Plan for such Participation Period without interest (except to the extent required by local law), or 
  
 (b) To exercise the Participant’s Option for such Participation Period with any excess in the
Participant’s account after exercise of the Option to be returned to the Participant’s legal representative. 
  
 In the event that no such written notice of election is duly and timely received by the Committee, the Participant’s legal representative shall
automatically be deemed to have elected, pursuant to clause (b) above, to exercise the Participant’s Option. 
  

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 Section 10. Adjustments. 
  
 10.01. Changes In Capitalization. In the event that the outstanding shares of the Company’s Common Stock shall
be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, effected without the receipt of consideration by the Company, through
reorganization, merger or consolidation, recapitalization, reclassification, stock split, reverse stock split, split-up, combination or exchange of shares or declaration of any dividends payable in Common Stock, the Board of Directors shall
appropriately adjust, subject to any required action by the stockholders of the Company, (i) the number of shares of Common Stock (and the Option price per share) subject to the unexercised portion of any outstanding Option (to the nearest possible
full share), provided, however, that the limitations of Section 424 of the Code shall apply with respect to such adjustments and (ii) the number of shares of Common Stock for which Options may be granted under the Plan, as set forth in Section 4.01
hereof, and such adjustments shall be final, conclusive and binding for all purposes of the Plan. Except as expressly provided herein, no issuance by the Company of 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. 
  
 10.02. Acquisition, Merger, Sale of Assets, Dissolution or Liquidation. Notwithstanding the foregoing, in the event of (i) any offer or proposal to holders of the Company’s Common Stock relating to
the acquisition of their shares, including, without limitation, through purchase, merger or otherwise, or (ii) any transaction generally relating to the acquisition of substantially all of the assets or business of the Company, or (iii) the
dissolution or liquidation of the Company, the Board of Directors may make such adjustment as it deems equitable in respect of outstanding Options (and in respect of the shares of Common Stock for which Options may be granted under the Plan),
including, without limitation, the revision, cancellation, or termination of any outstanding Options, or the change, conversion or exchange of the shares of the Company’s Common Stock under outstanding Options (and of the shares of the
Company’s Common Stock for which Options may be granted under the Plan) into or for securities or other property of another corporation. Any such adjustments by the Board of Directors shall be final, conclusive and binding for all purposes of
the Plan. 
  
 Section 11. Effect of the Plan on Employment
Relationship. Neither this Plan nor any Option granted hereunder to a Participant shall be construed as conferring upon such Participant any right to continue in the employ of the Company or any Subsidiary of the Company as the case may be, or
limit in any respect the right of the Company or any Subsidiary of the Company to terminate such Participant’s employment with the Company or any Subsidiary of the Company, as the case may be, at any time. 
  
 Section 12. Amendment of the Plan. The Board of Directors may amend
the Plan from time to time as it deems desirable in its sole discretion without approval of the stockholders of the Company, except to the extent stockholder approval is required by Rule l6b-3 of the Securities Exchange Act of 1934, as amended,
applicable NASDAQ or stock exchange rules, applicable provisions of the Code, or other applicable laws or regulations. 
  
 Section 13. Termination of the Plan. The Board of Directors may terminate the Plan at any time in its sole discretion. No Option may be granted
hereunder after termination of the Plan. The termination or amendment of the Plan shall not alter or impair any rights or obligations under any Option theretofore granted under the Plan in any material adverse way without the consent of the affected
Participant. 
  
 Section 14. Governing Law. The Plan and
any and all Option agreements executed in connection with the Plan shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of laws principles. 
  
 Section 15. No Strict Construction. No rule of strict construction
shall be applied against the Company, the Committee, or any other person in the interpretation of any of the terms of the Plan, any Option agreement, any Option granted under the Plan, or any rule, regulation or procedure established by the
Committee. 
  
 Section 16. Successors. This Plan is binding
on and will inure to the benefit of any successor to the Company, whether by way of merger, consolidation, purchase, or otherwise. 
  

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 Section 17. Severability. If any provision of the Plan or an Option agreement shall be held
illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan or such agreement, and the Plan and such agreement shall each be construed and enforced as if the invalid provisions had never
been set forth therein. 
  
 Section 18. Plan Provisions
Control. Except as otherwise provided in Section 5.06, the terms of the Plan govern all Options granted under the Plan, and in no event will any Option be granted under the Plan that is contrary to any of the provisions of the Plan. In the event
any provision of any Option granted under the Plan shall conflict with any term in the Plan as constituted on the grant date of such Option, the term in the Plan as constituted on the grant date of such Option shall control except as otherwise
provided in Section 5.06. 
  
 Section 19. Headings. The
headings used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize, or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no
captions had been used in the Plan. 
  
 Section 20. Effective
Date of the Plan. The Plan shall be submitted to the stockholders of the Company for approval and ratification at the next regular or special meeting thereof to be held after March 15, 2004. Unless at such meeting the Plan is approved and
ratified by the stockholders of the Company, in the manner provided by the Company’s By-Laws, then and in such event, the Plan shall become null and void and of no further force and effect. Subject to the immediately preceding sentence, the
Plan shall be effective as of January 1, 2005. The Plan shall continue in effect until January 31, 2014 unless sooner terminated under Section 13. 
  

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