Exhibit 10.1
ALDERWOODS GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
This Employee Stock Purchase Plan (the "Plan") offers participants in the Plan
(each, a "Participant" and collectively, the "Participants") an employer
contribution toward the purchase of shares of common stock, par value $.01 per
share (the "Common Shares"), of Alderwoods Group, Inc. (the "Company").
1.
PURPOSE.
THIS PLAN IS DESIGNED TO
PROVIDE ELIGIBLE EMPLOYEES (AS DEFINED BELOW) OF THE COMPANY AND ITS
SUBSIDIARIES ("SUBSIDIARIES") WITH AN OPPORTUNITY TO PURCHASE COMMON SHARES OF
THE COMPANY THROUGH PAYROLL DEDUCTIONS AND THEREBY TO BETTER ENABLE THE COMPANY
AND ITS SUBSIDIARIES TO RETAIN AND ATTRACT QUALIFIED EMPLOYEES AND TO PROVIDE
ADDITIONAL INCENTIVES TO ELIGIBLE EMPLOYEES THROUGH INCREASED STOCK OWNERSHIP.
2.
ADMINISTRATION.
(A)
THE PLAN WILL BE ADMINISTERED BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY (THE
"COMMITTEE").
THE COMMITTEE WILL HAVE THE AUTHORITY TO: (I) MAKE RULES AND
REGULATIONS FOR THE ADMINISTRATION OF THE PLAN; (II) DESIGNATE THE EMPLOYEES WHO
ARE ELIGIBLE TO PARTICIPATE IN THE PLAN (THE "ELIGIBLE EMPLOYEES"); AND
(III) INTERPRET THE PROVISIONS OF THE PLAN.
THE COMMITTEE'S INTERPRETATIONS AND
DECISIONS WITH REGARD TO THE PLAN SHALL BE FINAL AND CONCLUSIVE.
(B)
THE COMMITTEE WILL DESIGNATE THE PURCHASING
AGENT FOR PARTICIPANTS IN THE PLAN WHO ARE RESIDENTS OF THE UNITED STATES FOR
INCOME TAX PURPOSES (THE "U.S. PURCHASING AGENT") AND THE PURCHASING AGENT FOR
PARTICIPANTS IN THE PLAN WHO ARE RESIDENTS OF CANADA FOR INCOME TAX PURPOSES
(THE "CANADIAN PURCHASING AGENT" AND, TOGETHER WITH THE U.S. PURCHASING AGENT,
THE "PURCHASING AGENT").
REFERENCES ELSEWHERE IN THIS PLAN TO THE PURCHASING
AGENT WILL, WHEN THE CONTEXT REQUIRES, REFER TO THE U.S. PURCHASING AGENT OR THE
CANADIAN PURCHASING AGENT, AS APPLICABLE.
THE PURCHASING AGENT WILL MAINTAIN
RECORDS, SEND STATEMENTS OF ACCOUNT TO PARTICIPANTS, AND PERFORM OTHER DUTIES
RELATING TO THE PLAN.
THE PURCHASING AGENT WILL PURCHASE THE COMMON SHARES TO
BE OFFERED AND SOLD UNDER THE PLAN ON THE OPEN MARKET AND THE PURCHASING AGENT,
IN ITS SOLE DISCRETION, WILL DETERMINE THE TIMES AND THE PRICES ON EACH
INVESTMENT DATE (AS DEFINED BELOW) AT WHICH SUCH PURCHASES WILL BE MADE.
THE
COMMITTEE RESERVES THE RIGHT TO REPLACE THE PURCHASING AGENT FROM TIME TO TIME.
3.
ERISA.
THIS PLAN IS NOT SUBJECT TO ANY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 AND IS NOT A
QUALIFIED PLAN UNDER SECTION 401(A) OR ANY OTHER APPLICABLE SECTION OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
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4.
SHARES SUBJECT TO THE PLAN.
THE SHARES
SUBJECT TO THIS PLAN ARE THE COMMON SHARES.
ALL COMMON SHARES PURCHASED UNDER,
OR SOLD PURSUANT TO, THE PLAN WILL BE PURCHASED OR SOLD, AS THE CASE MAY BE, ON
THE NASDAQ NATIONAL MARKET SYSTEM OR, IF THE COMMON SHARES ARE NOT TRADED ON THE
NASDAQ NATIONAL MARKET SYSTEM, THE PRINCIPAL NATIONAL SECURITIES EXCHANGE UPON
WHICH THE COMMON SHARES ARE TRADED OR QUOTED.
THE TOTAL NUMBER OF COMMON SHARES
AUTHORIZED FOR PURCHASE UNDER THIS PLAN MAY NOT EXCEED 1,100,000, SUBJECT TO
ADJUSTMENT IN ACCORDANCE WITH SECTION