Unassociated Document


    COMMAND
      CENTER, INC.

    2008
      EMPLOYEE STOCK PURCHASE PLAN

    


     

    COMMAND
      CENTER, INC. (the "Company") does hereby establish its 2008 Employee Stock
      Purchase Plan as follows:

     

    1.
      Purpose
      of the Plan.
      The
      purpose of this Plan is to provide eligible employees who wish to become
      shareholders in the Company a convenient method of doing so. It is believed
      that
      employee participation in the ownership of the business will be to the mutual
      benefit of both the employees and the Company.

     

    2.
      Definitions.

     

    2.1
      "Base
      pay" means regular straight time earnings, plus review cycle bonuses and
      overtime payments, payments for incentive compensation, and other special
      payments except to the extent that any such item is specifically excluded by
      the
      Board of Directors of the Company (the "Board").

     

    2.2
      "Account" shall mean the funds accumulated with respect to an individual
      employee as a result of deductions from his paycheck for the purpose of
      purchasing stock under this Plan. The funds allocated to an employee's account
      shall remain the property of the respective employee at all times but may be
      commingled with the general funds of the Company.

     

    3.
      Employees
      Eligible to Participate.
      Any
      employee of the Company or any of its subsidiaries who is a regular full time
      employee of the Company or subsidiary on an offering commencement date is
      eligible to participate in that offering. Employees whose customary employment
      is less than 32 hours per week and employees whose customary employment is
      for
      not more than five months in any calendar year are excluded from
      participation.

     

    4.
      Offerings.
      There
      will be twelve separate consecutive six-month offerings pursuant to the Plan.
      The first offering shall commence on January 1, 2009. Thereafter, offerings
      shall commence on each subsequent July 1 and January 1, and the final offering
      under this Plan shall commence on July 1, 2014 and terminate on December 31,
      2014. In order to become eligible to purchase shares, an employee must sign
      an
      Enrollment Agreement, and any other necessary papers on or before the
      commencement date (January 1 or July 1) of the particular offering in which
      he
      wishes to participate. Participation in one offering under the Plan shall
      neither limit, nor require, participation in any other offering.

     

    5.
      Price.
      The
      purchase price per share shall be the lesser of (1) 85% of the fair market
      value
      of the stock on the offering date; or (2) 85% of the fair market value of the
      stock on the last business day of the offering. Fair market value shall mean
      the
      closing
      bid price as reported on the National Association of Securities Dealers
      Automated Quotation System or, if the stock is traded on a stock exchange,
      the
      closing price for the stock on such exchange.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.
      Offering
      Date.
      The
      "offering date" as used in this Plan shall be the commencement date of the
      offering, if such date is a regular business day, or the first regular business
      day following such commencement date. A different date may be set by resolution
      of the Board.

     

    7.
      Number
      of Shares to be Offered.
      The
      maximum number of shares that will be offered under the Plan is 1,000,000
      shares. The shares to be sold to participants under the Plan will be common
      stock of the Company, $0.001 par value. If the total number of shares for which
      options are to be granted on any date in accordance with Section 10 exceeds
      the
      number of shares then available under the Plan (after deduction of all shares
      for which options have been exercised or are then outstanding), the Company
      shall make a pro rata allocation of the shares remaining available in as nearly
      a uniform manner as shall be practicable and as it shall determine to be
      equitable. In such event, the payroll deductions to be made pursuant to the
      authorizations therefor shall be reduced accordingly and the Company shall
      give
      written notice of such reduction to each employee affected thereby.

     

    8.
      Participation.

     

    8.1
      An
      eligible employee may become a participant by completing an Enrollment Agreement
      provided by the Company and filing it with the Payroll Department prior to
      the
      Commencement of the offering to which it relates.

     

    8.2
      Payroll deductions for a participant shall commence on the offering date, and
      shall end on the termination date of such offering unless earlier terminated
      by
      the employee as provided in Paragraph 14.

     

    9.
      Payroll
      Deductions.

     

    9.1
      At
      the time a participant files his authorization for a payroll deduction, he
      shall
      elect to have deductions made from his pay on each payday during the time he
      is
      a participant in an offering at the rate of 2%, 4%, 6%, 8%, or 10% of his base
      pay.

     

    9.2
      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
      nor may payment for shares be made other than by payroll deduction.

     

    9.3
      A
      participant may discontinue his participation in the Plan as provided in Section
      14, but no other change can be made during an offering and,
      specifically, a participant may not alter the rate of his payroll deductions
      for
      that offering.

     

    10.
      Granting
      of Option.
      On the
      offering date, this Plan shall be deemed to have granted to the participant
      an
      option for as many full shares as he will be able to purchase with the payroll
      deductions credited to his account during his participation in that offering.
      

     

    
      
         

      

      
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    11.
      Exercise
      of Option.
      Each
      employee who continues to be a participant in an offering on the last business
      day of that offering shall be deemed to have exercised his option on such date
      and shall be deemed to have purchased from the Company such number of full
      shares of common stock reserved for the purpose of the Plan as his accumulated
      payroll deductions on such date will pay for at the option price.

     

    12.
      Employee's
      Rights as a Shareholder.
      No
      participating employee shall have any right as a shareholder with respect to
      any
      shares until the shares have been purchased in accordance with Section 11 above
      and the stock has been issued by the Company.

     

    13.
      Evidence of Stock Ownership.

     

    13.1
      Promptly following the end of each offering, the number of shares of common
      stock purchased by each participant shall be deposited into an account
      established in the participant's name at a stock brokerage or other financial
      services firm designated by the Company (the "ESPP Broker").

     

    13.2
      The
      participant may direct, by written notice to the Company at the time of his
      enrollment in the Plan, that his ESPP Broker account be established in the
      names
      of the participant and one other person designated by the participant, as joint
      tenants with right of survivorship, tenants in common, or community property,
      to
      the extent and in the manner permitted by applicable law.

     

    13.3
      A
      participant shall be free to undertake a disposition (as that term is defined
      in
      Section 424(c) of the Code) of the shares in his account at any time, whether
      by
      sale, exchange, gift, or other transfer of legal title, but in the absence
      of
      such a disposition of the shares, the shares must remain in the participant's
      account at the ESPP Broker until the holding period set forth in Section 423(a)
      of the Code has been satisfied. With respect to shares for which the Section
      423(a) holding period has been satisfied, the participant may move those shares
      to another brokerage account of participant's choosing or request that a stock
      certificate be issued and delivered to him.

     

    13.4
      A
      participant who is not subject to payment of U.S. income taxes may move his
      shares to another brokerage account of his choosing or request that a
      stock
      certificate be issued and delivered to him at any time, without regard to the
      satisfaction of the Section 423(a) holding period.

     

    14.
      Withdrawal.

     

    14.1
      An
      employee may withdraw from an offering, in whole but not in part, at any time
      prior to the last business day of such offering by delivering a Withdrawal
      Notice to the Company, in which event the Company will refund the entire balance
      of his deductions as soon as practicable thereafter.

     

    14.2
      To
      re-enter the Plan, an employee who has previously withdrawn must file a new
      Enrollment Agreement in accordance with Section 8.1. The employee's re-entry
      into the Plan will not become effective before the beginning of the next
      offering following his withdrawal, and if the withdrawing employee is an officer
      of the Company within the meaning of Section 16 of the Securities Exchange
      Act
      of 1934 he may not re-enter the Plan before the beginning of the second offering
      following his withdrawal.

     

    
      
         

      

      
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    15.
      Carryover
      of Account.
      At the
      termination of each offering the Company shall automatically re-enroll the
      employee in the next offering, and the balance in the employee's account shall
      be used for option exercises in the new offering, unless the employee has
      advised the Company otherwise. Upon termination of the Plan, the balance of
      each
      employee's account shall be refunded to him.

     

    16.
      Interest.
      No
      interest will be paid or allowed on any money in the accounts of participating
      employees.

     

    17.
      Rights
      Not Transferable.
      No
      employee shall be permitted to sell, assign, transfer, pledge, or otherwise
      dispose of or encumber either the payroll deductions credited to his account
      or
      any rights with regard to the exercise of an option or to receive shares under
      the Plan other than by will or the laws of descent and distribution, and such
      right and interest shall not be liable for, or subject to, the debts, contracts,
      or liabilities of the employee. If any such action is taken by the employee,
      or
      any claim is asserted by any other party in respect of such right and interest
      whether by garnishment, levy, attachment or otherwise, such action or claim
      will
      be treated as an election to withdraw funds in accordance with Section
      14.

     

    18.
      Termination
      of Employment.
      Upon
      termination of employment for any reason whatsoever, including but not limited
      to death or retirement, the balance in the account of a participating employee
      shall be paid to the employee or his estate.

     

    19.
      Amendment
      or Discontinuance of the Plan.
      The
      Board shall have the right to amend, modify, or terminate the Plan at any time
      without notice, provided that no employee's existing rights under any offering
      already made under Section 4 hereof may be adversely affected thereby, and
      provided further that no such amendment of
      the Plan
      shall, except as provided in Section 20, increase the total number of shares
      to
      be offered to a number greater than authorized in Section 7, unless shareholder
      approval is obtained therefor.

     

    20.
      Changes
      in Capitalization.
      In the
      event of reorganization, recapitalization, stock split, stock dividend,
      combination of shares, merger, consolidation, offerings of rights, or any other
      change in the structure of the common shares of the Company, the Board may
      make
      such adjustment, if any, as it may deem appropriate in the number, kind, and
      the
      price of shares available for purchase under the Plan, and in the number of
      shares which an employee is entitled to purchase.

     

    21.
      Share
      Ownership.
      Notwithstanding anything herein to the contrary, no employee shall be permitted
      to subscribe for any shares under the Plan if such employee, immediately after
      such subscription, owns shares (including all shares which may be purchased
      under outstanding subscriptions under the Plan) possessing 5% or more of the
      total combined voting power or value of all classes of shares of the Company
      or
      of its parent or subsidiary corporations. For the foregoing purposes the rules
      of Section 425(d) of the Internal Revenue Code of 1986 shall apply in
      determining share ownership. In addition, no employee shall be allowed to
      subscribe for any shares under the Plan which permits his rights to purchase
      shares under all "employee stock purchase plans" of the Company and its
      subsidiary corporations to accrue at a rate which exceeds $25,000 of the fair
      market value of such shares (determined at the time such right to subscribe
      is
      granted) for each calendar year in which such right to subscribe is outstanding
      at any time.

     

    
      
         

      

      
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    22.
      Administration.
      The Plan
      shall be administered by the Board. The Board may delegate any or all of its
      authority hereunder to such committee of the Board or officer of the Company
      as
      it may designate. The administrator shall be vested with full authority to
      make,
      administer, and interpret such rules and regulations as it deems necessary
      to
      administer the Plan, and any determination, decision, or action of the
      administrator in connection with the construction, interpretation,
      administration, or application of the Plan shall be final, conclusive, and
      binding upon all participants and any and all persons claiming under or through
      any participant.

     

    23. 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
      by the Payroll Department of the Company or when received in the form specified
      by the Company at the location, or by the person, designated by the Company
      for
      the receipt thereof.

     

    24.
      Termination
      of the Plan.
      This
      Plan shall terminate at the earliest of the following:

     

    24.1
      December 31, 2014;

    


    24.2
      The
      date of the filing of a Statement of Intent to Dissolve by the Company or the
      effective date of a merger or consolidation wherein the Company is not to be
      the
      surviving corporation, which merger or consolidation is not between or among
      corporations related to the Company. Prior to the occurrence of either of such
      events, on such date as the Company may determine, the Company may permit a
      participating employee to exercise the option to purchase shares for as many
      full shares as the balance of his account will allow at the price set forth
      in
      accordance with Section 5. If the employee elects to purchase shares, the
      remaining balance of his account will be refunded to him after such
      purchase.

     

    24.3
      The
      date the Board acts to terminate the Plan in accordance with Section 19
      above.

     

    24.3
      The
      date when all shares reserved under the Plan have been purchased.

     

    25.
      Limitations
      on Sale of Stock Purchased Under the Plan.
      The
      Plan is intended to provide common stock for investment and not for resale.
      The
      Company does not, however, intend to restrict or influence any employee in
      the
      conduct of his own affairs. An employee, therefore, may sell stock purchased
      under the Plan at any time he chooses, subject to compliance with any applicable
      Federal or state securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
      FLUCTUATIONS IN THE PRICE OF THE STOCK.

     

    
      
         

      

      
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    26.
      Governmental
      Regulation.
      The
      Company's obligation to sell and deliver shares of the Company's common stock
      under this Plan is subject to the approval of any governmental authority
      required in connection with the authorization, issuance, or sale of such shares.
      

     

    


    
 

     

    THIS
      COMMAND CENTER, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN WAS APPROVED BY THE
      BOARD
      OF DIRECTORS ON OCTOBER __, 2008 AND BY THE SHAREHOLDERS AT THE ANNUAL
      SHAREHOLDERS MEETING HELD ON __________, 2009.


     

    
      
         

      

      
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