Execution Copy 




	EXHIBIT 10.1






	LOGICVISION, INC.




	2000 EMPLOYEE STOCK PURCHASE
PLAN




	(as amended and restated as of
March 10, 2004)




 
	 	
	 


 

 









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	Table of Contents




		Page
        

      
	 SECTION 1. Purpose Of the Plan	 1
	 	 
	 SECTION 2. Definitions	 1
		  (a)	 “Board”	 1
		  (b)	 “Code”	 1
		  (c)	 “Committee”	 1
		  (d)	 “Company”	 1
		  (e)	 “Corporate Reorganization”	 1
		  (f)	 “Eligible Employee”	 1
		  (g)	 “Exchange Act”	 1
		  (h)	 “Fair Market Value”	 2
		  (i)	 “IPO”	 2
		  (j)	 “Offering Period”	 2
		  (k)	 “Participant”	 2
		  (l)	 “Participating Company”	 2
		  (m)	 “Plan”	 2
		  (n)	 “Plan Account”	 2
		  (o)	 “Purchase Price”	 2
		  (p)	 “Stock”	 2
		  (q)	 “Subsidiary”	 2
		  (r)	 “W-2 Payroll”	 3
	 	 
	 SECTION 3. Administration of the Plan	 3
		  (a)	 Committee Composition	 3
		  (b)	 Committee Responsibilities	 3
	 	 
	 SECTION 4. Enrollment and Participation	 3
		  (a)	 Offering Periods	 3
		  (b)	 Enrollment	 3
		  (c)	 Duration of Participation	 3
	 	 
	 SECTION 5. Employee Contributions	 3
		  (a)	 Contribution Method	 3
		  (b)	 Amount of Payroll Deductions	 4
		  (c)	 Suspension, Change and Resumption of Payroll
        Deductions	 4
		  (d)	 Suspension by Company	 4
	 	 
	 SECTION 6. Withdrawal From The Plan	 4
		  (a)	 Withdrawal	 4
		  (b)	 Re-Enrollment After Withdrawal	 4
	 	 
	 SECTION 7. Change in Employment Status	 4
		  (a)	 Termination of Employment	 4
		  (b)	 Leave of Absence	 4




 
	 	
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		  (c)	 Death	 5
	 	 
	 SECTION 8. Plan Accounts and Purchase of
        Shares	 5
		  (a)	 Plan Accounts	 5
		  (b)	 Purchase Price	 5
		  (c)	 Number of Shares Purchased	 5
		  (d)	 Available Shares Insufficient	 5
		  (e)	 Issuance of Stock	 6
		  (f)	 Unused Cash Balances	 6
	 	 
	 SECTION 9. Limitations on Stock Ownership	 6
		  (a)	 Five Percent Limit	 6
		  (b)	 Dollar Limit	 6
	 	 
	 SECTION 10. Rights Not Transferable	 6
	 	 
	 SECTION 11. No Rights as an Employee	 7
	 	 
	 SECTION 12. No Rights as a Stockholder	 7
	 	 
	 SECTION 13. Securities Law Requirements	 7
	 	 
	 SECTION 14. Stock Offered Under The Plan	 7
		  (a)	 Authorized Shares	 7
		  (b)	 Antidilution Adjustments	 7
		  (c)	 Reorganizations	 7
	 	 
	 SECTION 15. Amendment or Discontinuance	 8
	 	 
	 SECTION 16. Execution	 8




 
	 	
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	LOGICVISION, INC.




	2000 EMPLOYEE STOCK PURCHASE
PLAN




	SECTION 1. Purpose Of the Plan.




	     The Plan was
adopted by the Board on September 25, 2000 and was  subsequently approved by the
Company’s stockholders. The Plan was subsequently  amended and is hereby further amended
and restated as of March 10, 2004. The  purpose of the Plan is to provide Eligible
Employees with an opportunity to  increase their proprietary interest in the success of
the Company by purchasing  Stock from the Company on favorable terms and to pay for such
purchases through  payroll deductions. The Plan is intended to qualify under section 423
of the  Code.




	SECTION 2. Definitions.




	     (a)
“Board” means the Board of Directors of the Company, as constituted from time
to time.




	     (b)
“Code” means the Internal Revenue Code of 1986, as amended.




	     (c)
“Committee” means a committee of the Board, as described in Section 3.




	     (d)
“Company” means LogicVision, Inc., a Delaware corporation.




	     (e)
“Corporate Reorganization” means:




	          (i)
The consummation of a merger or consolidation of the Company with or  into another
entity, or any other corporate reorganization; or




	          (ii)
The sale, transfer or other disposition of all or substantially all of the  Company’s
assets or the complete liquidation or dissolution of the Company.




	     (f) “Eligible
Employee” means any employee of a Participating Company whose  customary employment
is for more than five months per calendar year and for more  than 20 hours per week and
who is on the W-2 Payroll of a Participating Company.  “Eligible Employee”
shall not include (i) an individual whose participation in  the Plan is prohibited by the
law of any country which has jurisdiction over him  or her; or (ii) an individual who is
subject to a collective bargaining  agreement that does not provide for participation in
the Plan. If during any  period, a Participating Company has not treated an individual as
a common-law  employee and, for that reason, has not withheld employment taxes with
respect to  that individual, then that individual shall not be an Eligible Employee for
that  period, even if the individual is determined, retroactively, to have been a
common-law employee for income and employment tax purposes during all or any  portion of
that period.




	     (g) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.




 
	 	
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	     (h) “Fair
Market Value” means the market price of Stock, determined by the  Committee as
follows:




	          (i)
If Stock was  traded on The Nasdaq National Market on the date in question,  then the
Fair Market Value  shall be equal to the last-transaction price quoted  for such date by
The Nasdaq National  Market; or




	          (ii)
If Stock was traded on a stock exchange on the date in question, then the  Fair Market
Value shall be equal to the closing price reported by the applicable  composite
transactions report for such date; or




	          (iii)
If none of the foregoing provisions is applicable, then the Fair Market  Value shall be
determined by the Committee in good faith on such basis as it  deems appropriate.




	     Whenever possible, the determination
      of Fair Market Value by the Committee shall be based on the prices reported
      in the Wall Street Journal or as reported directly to the Company
      by Nasdaq or a stock exchange. Such determination shall be conclusive and
      binding on all persons.




	     (i)
“IPO” means the initial offering of Stock to the public pursuant to a
registration statement filed by the Company with the Securities and Exchange  Commission
on October 31, 2001.




	     (j) “Offering
Period” means a six-month period with respect to which the right  to purchase Stock
may be granted under the Plan, as determined pursuant to  Section 4(a).




	     (k)
“Participant” means an Eligible Employee who elects to participate in the
Plan, as provided in Section 4(b).




	     (l)
“Participating Company” means (i) the Company and (ii) each present or  future
Subsidiary designated by the Committee as a Participating Company.




	     (m)
“Plan” means this LogicVision, Inc. 2000 Employee Stock Purchase Plan, as it
may be amended from time to time. 




	     (n) “Plan
Account” means the account established for each Participant pursuant  to Section
8(a).




	     (o) “Purchase
Price” means the price at which Participants may purchase Stock  under the Plan, as
determined pursuant to Section 8(b).




	     (p)
“Stock” means the Common Stock of the Company.




	     (q)
“Subsidiary” means any 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%  or more of the
total combined voting power of all classes of stock in one of the  other corporations in
such chain.




 
	 	
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	     (r) “W-2
Payroll” means whatever mechanism or procedure that a Participating  Company uses to
pay any individual which results in the issuance of Form W-2 to  the individual.
“W-2 Payroll” does not include any mechanism or procedure which  results in the
issuance of any form other than a Form W-2 to an individual,  including, but not limited
to, any Form 1099 which may be issued to an  independent contractor, an agency employee
or a consultant. Whether a mechanism  or procedure qualifies as a “W-2 Payroll”
shall be determined in the absolute  discretion of the Participating Company, and the
Participating Company’s  determination shall be conclusive and binding on all persons.




	SECTION 3. Administration of the Plan




	     (a) Committee
Composition. The Plan shall be administered by the Committee. The  Committee shall
consist exclusively of one or more directors of the Company, who  shall be appointed by
the Board.




	     (b) Committee
Responsibilities. The Committee shall interpret the Plan and make  all other policy
decisions relating to the operation of the Plan. The Committee  may adopt such rules,
guidelines and forms as it deems appropriate to implement  the Plan. The Committee’s
determinations under the Plan shall be final and  binding on all persons.




	SECTION 4. Enrollment and Participation.




	     (a) Offering
Periods. While the Plan is in effect, two Offering Periods shall  commence in each
calendar year. The Offering Periods shall consist of the  six-month periods commencing on
each February 1 and August 1, except that the  first Offering Period shall commence on
the date of the IPO and end on July 31,  2002.




	     (b) Enrollment.
Any individual who, on the day preceding the first day of an  Offering Period (other than
the initial Offering Period), qualifies as an  Eligible Employee may elect to become a
Participant in the Plan for such  Offering Period by following the procedures established
by the Company. All  Eligible Employees shall be automatically enrolled in the initial
Offering  Period under the Plan.




	     (c) Duration of
Participation. Once enrolled in the Plan, a Participant shall  continue to participate in
the Plan until he or she ceases to be an Eligible  Employee, withdraws from the Plan
under Section 6(a) or reaches the end of the  Offering Period in which his or her
employee contributions were discontinued  under Section 5(c), 5(d) or 9(b). A Participant
who discontinued employee  contributions under Section 5(c), 5(d) or 9(b) or withdrew
from the Plan under  Section 6(a) may again become a Participant, if he or she then is an
Eligible  Employee, by following the procedures established by the Company. A Participant
whose employee contributions were discontinued automatically under Section 5(d)  or 9(b)
shall automatically resume participation at the beginning of the  earliest Offering
Period ending in the next calendar year, if he or she then is  an Eligible Employee.




	SECTION 5. Employee Contributions.




	     (a) Contribution
Method. A Participant may purchase shares of Stock under the  Plan solely by means of
payroll deductions; provided, however, that in the  initial Offering Period, 




 
	 	
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	Participants  may also purchase shares of Stock
by  making a lump-sum cash payment at the end of the  Offering Period. Payroll
deductions, as designated by the Participant pursuant to  Subsection (b) below,  shall
occur on each payday during participation in the Plan.




	     (b) Amount of
Payroll Deductions. An Eligible Employee shall designate the  amount of payroll
deductions to be withheld for the purchase of Stock by  following the procedures
established by the Company. During the initial Offering  Period, no payroll deduction
will be made unless a Participant timely files the  proper form with the Company after a
registration statement covering the Stock  is filed and effective under Securities Act of
1933, as amended.




	     (c) Suspension,
Change and Resumption of Payroll Deductions. A Participant may  elect to suspend or
change the rate of payroll deductions and, having elected to  suspend payroll deductions,
may elect to resume them. Any such election shall be  made by following the procedures
prescribed by the Company, which election shall  be put into effect at the time
prescribed by the Company’s procedures. No  Participant shall make more than two
elections (or such other limit on elections  established by the Committee) under this
Subsection (c) during any Offering  Period.




	     (d) Suspension by
Company. Notwithstanding anything to the contrary in this  Plan, the Company shall have
the discretionary authority to suspend a  Participant’s payroll deductions at any time in
order to facilitate compliance  with the Internal Revenue Code or any dollar or share
limit under the Plan.




	SECTION 6. Withdrawal From The Plan.




	     (a) Withdrawal. A
Participant may elect to withdraw from the Plan by completing  the procedures established
by the Company at any time before the last day of an  Offering Period; provided, however,
that in the initial Offering Period,  Participants may be deemed to withdraw from the
Plan by declining or failing to  remit timely payment to the Company for the shares of
Stock. As soon as  reasonably practicable thereafter, payroll deductions shall cease and
the entire  amount credited to the Participant’s Plan Account shall be refunded to him or
her in cash, without interest. No partial withdrawals shall be permitted.




	     (b) Re-Enrollment
After Withdrawal. A former Participant who has withdrawn from  the Plan shall not be a
Participant until he or she re-enrolls in the Plan under  Section 4(c). Re-enrollment may
be effective only at the commencement of an  Offering Period.




	SECTION 7. Change in Employment Status.




	     (a) Termination of
Employment. Termination of employment as an Eligible Employee  for any reason, including
death, shall be treated as an automatic withdrawal  from the Plan under Section 6(a). (A
transfer from one Participating Company to  another shall not be treated as a termination
of employment.)




	     (b) Leave of
Absence. For purposes of the Plan, employment shall not be deemed  to terminate when the
Participant goes on a military leave, a sick leave or  another bona fide leave of
absence, if the leave was approved by the Company in  writing. Employment, however, shall
be deemed to terminate 90 days after the  Participant goes on a leave, unless a contract
or statute 




 
	 	
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	guarantees his or her  right to return to work.
Employment shall be deemed to  terminate in any event  when the approved leave ends,
unless the Participant immediately  returns to  work.




	     (c) Death. In the
event of the Participant’s death, the amount credited to his  or her Plan Account shall
be paid to a beneficiary designated by him or her for  this purpose on the prescribed
form or, if none, to the Participant’s estate.  Such form shall be valid only if it was
filed with the Company at the prescribed  location before the Participant’s death.




	SECTION 8. Plan Accounts and Purchase of Shares.




	     (a) Plan Accounts.
The Company shall maintain a Plan Account on its books in the  name of each Participant.
Whenever an amount is deducted from the Participant’s  Compensation under the Plan, such
amount shall be credited to the Participant’s  Plan Account. Amounts credited to Plan
Accounts shall not be trust funds and may  be commingled with the Company’s general
assets and applied to general corporate  purposes. No interest shall be credited to Plan
Accounts.




	     (b) Purchase
Price. The Purchase Price for each share of Stock purchased on the  last trading day of
the month in which the Offering Period expired shall be the  lower of:




	          (i)
85% of the Fair Market Value of such share on the last trading day of such Offering
Period; or




	          (ii)
85% of the Fair Market Value of such share on the last trading day before  the
commencement of the applicable Offering Period or, in the case of the first  Offering
Period under the Plan, 85% of the price at which one share of Stock is  offered to the
public in the IPO.




	     (c) Number of
Shares Purchased. As of the last trading day of each month in  which the Offering Period
expired, each Participant shall be deemed to have  elected to purchase the number of
shares of Stock calculated in accordance with  this Subsection (c), unless the
Participant has previously elected to withdraw  from the Plan in accordance with Section
6(a). The amount then in the  Participant’s Plan Account shall be divided by the Purchase
Price, and the  number of shares that results shall be purchased from the Company with
the funds  in the Participant’s Plan Account. The foregoing notwithstanding, no
Participant  shall purchase more than 2,500 shares of Stock with respect to any Offering
Period nor more than the amounts of Stock set forth in Sections 9(b) and 14(a).  The
Committee may determine with respect to all Participants that any fractional  share, as
calculated under this Subsection (c), shall be (i) rounded down to the  next lower whole
share or (ii) credited as a fractional share.




	     (d) Available
Shares Insufficient. In the event that the aggregate number of  shares that all
Participants elect to purchase during an Offering Period exceeds  the maximum number of
shares remaining available for issuance under Section  14(a), then the number of shares
to which each Participant is entitled shall be  determined by multiplying the number of
shares available for issuance by a  fraction, the numerator of which is the number of
shares that such Participant  has elected to purchase and the denominator of which is the
number of shares  that all Participants have elected to purchase. 




 
	 	
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	     (e) Issuance of
Stock.  Certificates representing the shares of Stock purchased by a Participant under
the Plan shall be issued to him or her as soon as reasonably practicable after  the close
of the applicable Offering Period, except that the Committee may  determine that such
shares shall be held for each Participant’s benefit by a  broker designated by the
Committee (unless the Participant has elected that  certificates be issued to him or
her). Shares may be registered in the name of  the Participant or jointly in the name of
the Participant and his or her spouse  as joint tenants with right of survivorship or as
community property.




	     (f) Unused Cash
Balances. An amount remaining in the Participant’s Plan Account  that represents the
Purchase Price for any fractional share shall be carried  over in the Participant’s Plan
Account to the next Offering Period. Any amount  remaining in the Participant’s Plan
Account that represents the Purchase Price  for whole shares that could not be purchased
by reason of Subsection (c) above,  Section 9(b) or Section 14(a) shall be refunded to
the Participant in cash,  without interest.




	SECTION 9. Limitations on Stock Ownership.




	     (a) Five Percent
Limit. Any other provision of the Plan notwithstanding, no  Participant shall be granted
a right to purchase Stock under the Plan if such  Participant, immediately after his or
her election to purchase such Stock, would  own stock possessing more than 5% of the
total combined voting power or value of  all classes of stock of the Company or any
parent or Subsidiary of the Company.  For purposes of this Subsection (a), the following
rules shall apply:




	          (i)
Ownership of stock shall be determined after applying the attribution rules of section
424(d) of the Code;




	          (ii)
Each Participant shall be deemed to own any stock that he or she has a  right or option
to purchase under this Plan or any other; and




	          (iii)
Each Participant shall be deemed to have the right to purchase 2,500  shares of Stock
under this Plan with respect to each Offering Period.




	     (b) Dollar Limit.
Any other provision of the Plan notwithstanding, no  Participant shall purchase Stock
with a Fair Market Value in excess of $25,000  per calendar year (under this Plan and all
other employee stock purchase plans  of the Company or any parent or Subsidiary of the
Company). For purposes of this  Subsection (b), the Fair Market Value of Stock shall be
determined in each case  as of the beginning of the Offering Period in which such Stock
is purchased.  Employee stock purchase plans not described in section 423 of the Code
shall be  disregarded. If a Participant is precluded by this Subsection (b) from
purchasing additional Stock under the Plan, then his or her employee  contributions shall
automatically be discontinued and shall resume at the  beginning of the earliest Offering
Period ending in the next calendar year (if  he or she then is an Eligible Employee).




	SECTION 10. Rights Not Transferable.




	     The rights of any
Participant under the Plan, or any Participant’s  interest in any Stock or moneys to
which he or she may be entitled under the  Plan, shall not be transferable by voluntary




 
	 	
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	or involuntary assignment or by  operation of
law, or in any manner other than by  beneficiary designation or the  laws of descent and
distribution. If a Participant in any  manner attempts to  transfer, assign or otherwise
encumber his or her rights or interest  under the  Plan, other than by beneficiary
designation or the laws of descent and  distribution, then such act shall be treated as
an election by the Participant  to  withdraw from the Plan under Section 6(a).




	SECTION 11. No Rights as an Employee.




	     Nothing in the
Plan or in any right granted under the Plan shall confer  upon the Participant any right
to continue in the employ of a Participating  Company for any period of specific duration
or interfere with or otherwise  restrict in any way the rights of the Participating
Companies or of the  Participant, which rights are hereby expressly reserved by each, to
terminate  his or her employment at any time and for any reason, with or without cause.




	SECTION 12. No Rights as a Stockholder.




	     A Participant
shall have no rights as a stockholder with respect to any  shares of Stock that he or she
may have a right to purchase under the Plan until  such shares have been purchased on the
last day of the applicable Offering  Period.




	SECTION 13. Securities Law Requirements.




	     Shares of Stock
shall not be issued under the Plan unless the issuance  and delivery of such shares
comply with (or are exempt from) all applicable  requirements of law, including (without
limitation) the Securities Act of 1933,  as amended, the rules and regulations
promulgated thereunder, state securities  laws and regulations, and the regulations of
any stock exchange or other  securities market on which the Company’s securities may then
be traded.




	SECTION 14. Stock Offered Under The Plan.




	     (a) Authorized
Shares. The maximum aggregate number of shares of Stock available  for purchase under the
Plan is 250,000, plus an annual increase to be added on  the first day of each of the
Company’s fiscal years beginning in years 2002  through 2011, equal to such amount as may
be determined by the Board or, if  less, the lesser of (i) 125,000 shares; or (ii) one
percent (1%) of the  outstanding shares on such date. The aggregate number of Shares
available for  purchase under the Plan shall at all times be subject to adjustment
pursuant to  Section 14(b).




	     (b) Antidilution
Adjustments. The aggregate number of shares of Stock offered  under the Plan, the 2,500
share limitation described in Section 8(c) and the  price of shares that any Participant
has elected to purchase shall be adjusted  proportionately by the Committee for any
increase or decrease in the number of  outstanding shares of Stock resulting from a
subdivision or consolidation of  shares or the payment of a stock dividend, any other
increase or decrease in  such shares effected without receipt or payment of consideration
by the Company,  the distribution of the shares of a Subsidiary to the Company’s
stockholders or  a similar event.




	     (c)
Reorganizations. Any other provision of the Plan notwithstanding,  immediately prior to
the effective time of a Corporate Reorganization, the  Offering Period then in progress
shall terminate and shares shall be purchased  pursuant to Section 8, unless the Plan is
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	by the surviving corporation  or its parent
corporation pursuant to the plan of  merger or consolidation. The  Plan shall in no event
be construed to restrict in any way  the Company’s right  to undertake a dissolution,
liquidation, merger, consolidation or  other  reorganization.




	SECTION 15. Amendment or Discontinuance.




	     The Board shall
have the right to amend, suspend or terminate the Plan  at any time and without notice.
Except as provided in Section 14, any increase  in the aggregate number of shares of
Stock to be issued under the Plan shall be  subject to approval by a vote of the
stockholders of the Company. In addition,  any other amendment of the Plan shall be
subject to approval by a vote of the  stockholders of the Company to the extent required
by an applicable law or  regulation.




	SECTION 16. Execution.




	     To record the
amendment and restatement of the Plan by the Board, the  Company has caused its
authorized officer to execute the same.





	 	 	LogicVision, Inc. 
	 	 	 
	 	By: 	/s/ Bruce M. Jaffe
      

    
	 	 	   Bruce M. Jaffe 

      Vice President of Finance and 

      Chief Financial Officer





 
	 	
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