NATIONAL BANK HOLDINGS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
February 29, 2024, February 28, 2023 and February 28, 2022
NOTE 1. DESCRIPTION OF THE PLAN
The following is a brief description of the National Bank Holdings Corporation Employee Stock Purchase Plan (the “Plan”). Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan was adopted by the Board of Directors of National Bank Holdings Corporation (the “Company”) on November 5, 2014 and approved by the Company’s shareholders at its Annual Meeting on May 6, 2015. The Plan is designed to provide a convenient and attractive method for eligible employees of the Company and its subsidiaries to acquire an equity interest in the Company through the purchase of shares of the Company's common stock. The Plan is administered by the Compensation Committee of the Board of Directors of the Company (“Plan Administrator”). For purposes of the Plan, a “Subsidiary” means a “Subsidiary Corporation” of the Company, whether now or hereafter existing, as such term is defined in Section 424(f) of the Internal Revenue Code of 1986 (the “Code”). A “Participating Subsidiary” means any Subsidiary that the Plan Administrator designates from time to time as eligible to participate in this Plan.
Common stock for the Plan is issued directly from the Company's authorized but unissued shares or previously issued shares reacquired and held by the Company (also known as treasury shares). The aggregate number of shares that may be issued under the Plan cannot exceed 400,000. Shares available for issuance at February 29, 2024 was 224,299.
Certent, Inc. is the record keeper for the Plan. Administrative expenses of the Plan are paid by the Company.
Plan Year
The Plan year begins on March 1 and ends on February 28 (or February 29 in the case of a leap year).
Eligibility
An employee of a Participating Subsidiary of the Company is eligible to participate in the Plan if the employee has been continuously employed by a Participating Subsidiary for at least 90 days. In addition, employees must be customarily employed at least 20 hours per week.
Employees who, immediately upon the grant of an option, as defined in the Plan document, own directly or indirectly, or hold options or rights to acquire, an aggregate of 5% or more of the total combined voting power or value of all outstanding shares of all classes of the Company's or any Subsidiary's stock are not eligible to participate.
Each eligible employee may enroll in the Plan as of the first day of an offering period, as defined in the Plan, during an open enrollment period established by the Plan Administrator, which ends prior to the commencement of such offering period. The offering periods are 6-month periods beginning on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year, respectively.
Contributions
A Plan participant can contribute from 1% to 15% of the participant's “compensation,” as such term is defined in the Plan, through after-tax payroll deductions during the offering period. Participants may increase or decrease their withholding percentage once during each offering period. In addition to these limits, a participant cannot accrue rights to purchase shares of common stock through the Plan at an amount that exceeds $25,000 for the calendar year, as measured by the fair market value of shares as of the first day of an offering period pursuant to Section 423 of the Code. The Company holds contributions of participants who remain employed with a Participating Subsidiary until the end of the offering period, at which point the Company issues shares for the contributions received. No interest is paid or accrued on the participants' payroll deductions.
Contributions received in excess of the $25,000 limit are refunded by the Company to participants as soon as administratively practicable.