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Exhibit 10.14
EDWARDS LIFESCIENCES
CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN
FOR UNITED STATES EMPLOYEES
(As Amended and
Restated July 9, 2009)
Edwards Lifesciences
Corporation
2001 Employee Stock Purchase Plan
For United States Employees
(As Amended and
Restated July 9, 2009)
ARTICLE I—PURPOSE
1.01.
Purpose
The
Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan
for United States Employees is intended to provide a method whereby
employees of Edwards Lifesciences Corporation (the "Company") and
its participating subsidiary companies authorized by the Committee
(or an officer designated by the Committee pursuant to
Section 9.02) to extend the benefits of the Plan to their
Eligible Employees will have an opportunity to acquire a
proprietary interest in the Company through the purchase of shares
of the Company's common stock. It is the intention of the Company
to have the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended,
although the Company makes no undertaking or representation to
maintain such qualification. The provisions of the Plan shall be
construed so as to extend and limit participation in a manner
consistent with the requirements of Code
Section 423.
The
Plan was initially adopted by the Board on February 8, 2001,
and subsequently approved by the stockholders on May 10, 2001.
The Plan was subsequently amended and restated by the Board on
February 20, 2003, September 13, 2005 and July 9,
2009.
ARTICLE II—DEFINITIONS
2.01.
Base Pay
"Base
Pay" shall mean regular straight-time earnings plus commissions and
payments in lieu of regular earnings (such as vacation, sick pay
and holiday pay). In the case of a part-time hourly employee, such
employee's base pay during an Offering shall be determined by
multiplying such employee's hourly rate of pay by the number of
regularly scheduled hours of work for such employee during such
Offering.
2.02.
Change in Control
"Change
in Control" of the Company shall mean the occurrence of any one of
the following events:
(a)
Any
"Person", as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Company, any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company, and any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or such
proportionately owned corporation), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities; or
(b)
During any period
of not more than twenty-four (24) months, individuals who at
the beginning of such period constitute the Board of Directors of
the Company, and any new director (other than a director designated
by a Person who has entered into an agreement with the Company to
effect a transaction described in Sections 2.02(a), 2.02(c),
or 2.02(d) of this Section 2.02) whose election by the Board
or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds ( 2 /
3
) of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority thereof; or
2
(c)
The
consummation of a merger or consolidation of the Company with any
other entity, other than: (i) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than sixty percent (60%) of the
combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person acquires more than thirty percent
(30%) of the combined voting power of the Company's then
outstanding securities; or
(d)
The Company's
stockholders approve a plan of complete liquidation or dissolution
of the Company, or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).
2.03.
Code
"Code"
shall mean the Internal Revenue Code of 1986, as
amended.
2.04.
Committee
"Committee"
shall mean the individuals appointed by the Company to administer
the Plan as described in Article IX.
2.05.
Company
"Company"
shall mean Edwards Lifesciences Corporation.
2.06.
Corporate Affiliate
"Corporate
Affiliate" shall mean any parent or subsidiary corporation or
limited liability company of the Company (as determined in
accordance with Code section 424), whether now existing or
subsequently established.
2.07.
Eligible Employee
"Eligible
Employee" means, unless local laws prohibit such employee's
participation in the Plan, any regular employee of a Participating
Company who is scheduled to work 20 or more hours per
week.
2.08.
Enrollment Period
"Enrollment
Period" shall mean with respect to any Offering, the period
designated by the Committee prior to such Offering during which
Eligible Employees may authorize payroll deductions through a
Subscription. Unless the Committee determines otherwise, the
Enrollment Period with respect to any Offering shall end on the
twenty-fifth day of the month immediately preceding the Offering
Commencement Date and any Subscription received after such date
shall be deemed to be an enrollment in the next following
Offering.
2.09.
Exchange Act
"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, or any successor thereto.
3
2.10.
Fair Market Value
The
"Fair Market Value" of a share of Stock on a given day shall be
determined as follows: (i) if the Stock is listed on any
established stock exchange or a national market system (a) for
any date of determination except the Purchase Date, Fair Market
Value shall be the closing sales price for such stock (or the
closing bid, if no sale is reported) as quoted on such exchange or
system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or
such other source as the Committee deems reliable; (b) for the
Purchase Date, Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sale is reported) as
quoted on such exchange or system on the Purchase Date, as reported
in The Wall Street Journal or such other source as the
Committee deems reliable, or (ii) in the absence of an
established market for the Stock, the Fair Market Value thereof
shall be determined in good faith by the Committee.
2.11.
Offering
"Offering"
shall mean the quarterly offering of the Company's Stock, the
duration of which shall not exceed twenty seven
(27) months.
2.12.
Offering Commencement Date
"Offering
Commencement Date" shall mean June 1, 2001 and, unless
determined otherwise by the Committee, the first day of each
calendar quarter thereafter.
2.13.
Offering End Date
"Offering
End Date" shall mean, with respect to each Offering beginning prior
to July 1, 2007, the first to occur of the day preceding the
second annual anniversary of the Offering Commencement Date or the
day prec