Exhibit 10.3
OMTOOL, LTD.
Stock
Purchase and Restriction Agreement — Officer
Omtool, Ltd. (the “
Company ”) hereby enters into this Stock Purchase and
Restriction Agreement, dated as of the date set forth below, with
the Stockholder named herein (the “ Agreement ”)
and issues and sells the Shares specified herein the following
common stock pursuant to its 1997 Stock Plan, as amended. The terms
and conditions attached hereto are also part hereof.
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Name of Employee (the “ Stockholder
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[NAME]
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Date of this restricted stock
purchase:
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[DATE]
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Number of shares of the Company’s Common
Stock issued and sold under this Agreement (the “
Shares ”):
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[NUMBER OF SHARES]
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Purchase price per share:
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$0.01
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Number of Shares that are Vested Shares on
Vesting Start Date:
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None
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Shares that are Unvested Shares on Vesting Start
Date:
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[NUMBER OF SHARES UNVESTED]
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Vesting Start Date:
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[VESTING START DATE]
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Vesting Schedule:
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On the annual anniversary date of the Vesting
Start Date commencing one year from the Vesting Start
Date:
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[1/4 OF UNVESTED SHARES]
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OMTOOL, LTD.
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Signature of Stockholder
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By:
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Street Address
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Name of Officer:
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Title:
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City/State/Zip Code
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OMTOOL, LTD.
Stock
Purchase and Restriction Agreement — Officer
Omtool, Ltd. (the “
Company ”) agrees to sell to the Stockholder, and the
Stockholder agrees to purchase from the Company, shares of the
Company’s Common Stock, $.01 par value per share (“
Common Stock ”), on the following terms and
conditions:
1.
Grant Under Plan . This stock purchase is made pursuant to
and is governed by the Company’s 1997 Stock Plan, as amended
(as the same may be amended and/or restated from time to time, the
“ Plan ”) and, unless the context otherwise
requires, terms used herein shall have the same meanings as in the
Plan. The Shares will be evidenced by this Agreement and the
Stockholder will not receive a certificate for the Shares.
Initially, the Stockholder will have his or her ownership of the
Shares registered only in book-entry form in the recording of the
transfer agent for the Company’s Common Stock. Book-entry
registration refers to a method of recording stock ownership in
which no shares are issued to stockholders. After any date on which
the Shares have become Vested Shares, the Stockholder may obtain,
upon request from the Company to the transfer agent for the
Company’s Common Stock, a certificate for the Vested Shares
registered in his or her name in book-entry form.
2.
Purchase and Sale of Stock; Payment of Purchase Price . The
Company hereby sells to the Stockholder, and the Stockholder hereby
purchases from the Company, the Shares of Common Stock at the
purchase price per Share set forth on the cover page. The purchase
price shall be paid by the Stockholder upon execution and delivery
of this Agreement by check payable to the Company.
3.
Investment Representation . The Stockholder represents,
warrants and acknowledges that he or she has had an opportunity to
ask questions of and receive answers from a person or persons
acting on behalf of the Company concerning the terms and conditions
of this investment. The Stockholder represents and warrants to the
Company that he or she is acquiring the Shares with his or her own
funds, for his or her own account for the purpose of investment,
and not with a view to any resale or other distribution thereof in
violation of the Securities Act of 1933, as amended (the “
Securities Act ”). As applicable, the Company may
place a legend on any stock certificate representing the Shares to
the effect that the Shares were acquired pursuant to an investment
representation without registration of the Shares and may make an
appropriate notation with respect to the same on its stock records.
As applicable, the Company may also place a legend on any stock
certificate representing any of the Shares reflecting the
restrictions on transfer and any rights of repurchase and rights of
first refusal set forth herein and may make an appropriate notation
on its stock records with respect to the same.
The Stockholder understands that the
Company is under no obligation to register the Shares under the
Securities Act or to comply with the requirements for any exemption
that might otherwise be available, or to supply the Stockholder
with any information necessary to enable the
Stockholder to make routine sales of
the Shares under Rule 144 or any other rule of the
Securities and Exchange Commission.
4.
Vesting if Employment Continues .
(a)
Vesting Schedule . If the Stockholder has remained
continuously an employee of the Company through the vesting dates
specified on the cover page hereof, Unvested Shares shall
become Vested Shares (or shall “ vest ”) on such
dates in an amount equal to the number of shares set opposite the
applicable date on the cover page hereof. Subject to
Section 4(b) below, if the Stockholder’s employment
by the Company ceases voluntarily or involuntarily, with or without
cause, no additional Unvested Shares shall become Vested Shares
under any circumstances with respect to the Stockholder. Any
determination under this Agreement as to employment status or other
matters referred to above shall be made in good faith by the Board
of Directors of the Company or the Compensation Committee of the
Board of Directors, whose decision shall be binding on all
parties.
(b)
Accelerated Vesting due to Acquisition . Upon the
consummation of an Acquisition (as defined in the Plan), the
vesting provisions of this Agreement shall be accelerated by a
period of one year such that the Stockholder shall be credited with
one year of additional service time to the Company as an
employee.
In the event that the Stockholder is
employed by the Company immediately prior to the consummation of an
Acquisition and is terminated without “ Cause ”
(as defined below)) or terminates his or her own employment “
for Good Reason ” (as defined below) following the
consummation of the Acquisition, then all installments of this
Agreement shall vest in full immediately prior to such
termination.
“ Good Reason ”
shall mean, without the Stockholder’s express written
consent, (i) termination for redundancy due to an Acquisition;
(ii) any reduction in the Stockholder’s base annual
salary as in effect immediately preceding an Acquisition or as the
same may be increased from time to time or failure to continue
coverage of the Stockholder under any compensation or benefit plan
made available to similarly situated employees of the acquiring
party; (iii) (a) a requirement that the location in which
the Stockholder perform his or her principal duties for the Company
be changed following an Acquisition to a new location (the “
New Location ”) that is outside a radius of 50 miles
from the principal business address at which the Stockholder
performed his or her principal duties immediately preceding an
Acquisition (the “ Old Location ”), unless the
New Location is closer to the Stockholder’s then current
principal residential address than the Old Location or (b) a
requirement that the location at which the Stockholder perform his
or her principal duties for the Company be changed following an
Acquisition to a New Location that results in a commute of more
than 50 miles from the Stockholder’s principal residential
address; or (iv) a substantial change in the natur
