EXHIBIT 10.1
XPONENTIAL, INC.
2005 STOCK PURCHASE PLAN
1.
PURPOSE.
THE PURPOSE OF THIS PLAN IS TO
PROVIDE AN OPPORTUNITY FOR EMPLOYEES AND DIRECTORS OF XPONENTIAL, INC. AND ITS
DESIGNATED SUBSIDIARIES TO PURCHASE COMMON STOCK OF THE CORPORATION AND THEREBY
TO HAVE AN ADDITIONAL INCENTIVE TO CONTRIBUTE TO THE PROSPERITY OF THE
CORPORATION.
2.
DEFINITIONS.
(A)
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS
OF THE CORPORATION.
(B)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
ANY REFERENCE TO A SECTION OF THE CODE HEREIN SHALL BE A
REFERENCE TO ANY SUCCESSOR OR AMENDED SECTION OF THE CODE.
(C)
"COMMITTEE" SHALL MEAN THE COMMITTEE
APPOINTED BY THE BOARD IN ACCORDANCE WITH SECTION 14.
(D)
"COMMON STOCK" SHALL MEAN THE COMMON STOCK,
$0.01 PAR VALUE, OF THE CORPORATION, OR ANY STOCK INTO WHICH SUCH COMMON STOCK
MAY BE CONVERTED.
(E)
"COMPENSATION" SHALL MEAN WITH RESPECT TO
AN EMPLOYEE, SUCH EMPLOYEE'S GROSS CASH COMPENSATION (INCLUDING WAGE, SALARY,
BONUS, COMMISSION AND OVERTIME EARNINGS) PAID BY THE CORPORATION TO AN EMPLOYEE
IN ACCORDANCE WITH THE TERMS OF EMPLOYMENT, BUT EXCLUDING ALL BONUS PAYMENTS,
EXPENSE ALLOWANCES, AND COMPENSATION PAID IN A FORM OTHER THAN CASH, AND WITH
RESPECT TO A DIRECTOR, SUCH DIRECTOR'S FEES FOR SERVING AS A DIRECTOR OF THE
CORPORATION PAID IN THE FORM OF CASH.
THE COMMITTEE SHALL HAVE THE AUTHORITY TO
DETERMINE AND APPROVE ALL FORMS OF PAY TO BE INCLUDED IN THE DEFINITION OF
COMPENSATION AND MAY CHANGE THE DEFINITION ON A PROSPECTIVE BASIS.
(F)
"CORPORATION" SHALL MEAN XPONENTIAL,
INC., A DELAWARE CORPORATION.
(G)
"DESIGNATED SUBSIDIARY" SHALL MEAN A
SUBSIDIARY THAT HAS BEEN DESIGNATED BY THE COMMITTEE AS ELIGIBLE TO PARTICIPATE
IN THE PLAN WITH RESPECT TO ITS EMPLOYEES.
(H)
"DIRECTOR" SHALL MEAN AN INDIVIDUAL WHO
SERVES AS A MEMBER OF THE BOARD WHO IS NOT CLASSIFIED AS AN EMPLOYEE.
(I)
"EMPLOYEE" SHALL MEAN AN INDIVIDUAL
CLASSIFIED AS AN EMPLOYEE (WITHIN THE MEANING OF CODE SECTION 3401(C) AND THE
REGULATIONS THEREUNDER) BY THE CORPORATION OR A DESIGNATED SUBSIDIARY ON THE
CORPORATION'S OR SUCH DESIGNATED SUBSIDIARY'S PAYROLL RECORDS DURING THE
RELEVANT PARTICIPATION PERIOD.
EMPLOYEES SHALL NOT INCLUDE INDIVIDUALS WHOSE
CUSTOMARY EMPLOYMENT IS FOR NOT MORE THAN FIVE (5) MONTHS IN ANY CALENDAR YEAR
(EXCEPT THOSE EMPLOYEES IN SUCH CATEGORY THE EXCLUSION OF
WHOM IS NOT PERMITTED UNDER APPLICABLE LAW) OR INDIVIDUALS CLASSIFIED AS
INDEPENDENT CONTRACTORS.
(J)
"ENTRY DATE" SHALL MEAN THE FIRST TRADING
DAY OF THE OFFERING PERIOD.
(K)
"FAIR MARKET VALUE" SHALL MEAN (I) THE
CLOSING SALES PRICE FOR A SHARE OF COMMON STOCK ON THE DATE OF DETERMINATION IF
THAT DATE IS A TRADING DAY AS REPORTED ON THE PRINCIPAL SECURITIES EXCHANGE ON
WHICH SHARES ARE THEN LISTED OR ADMITTED TO TRADING, OR (II) IF NOT SO REPORTED,
THE AVERAGE OF THE CLOSING BID AND ASKED PRICES FOR A SHARE OF COMMON STOCK ON
THE DATE OF DETERMINATION IF THAT DATE IS A TRADING DAY AS QUOTED ON THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATION SYSTEM
("NASDAQ"), OR (III) IF NOT QUOTED ON NASDAQ, THE