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EXHIBIT 99.10
FORM OF STOCK PURCHASE AGREEMENT
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ISS GROUP, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the 1999 Employee Stock Purchase
Plan (the "ESPP") for the purchase period specified below, and I hereby
subscribe to purchase shares of Common Stock of ISS Group, Inc. (the
"Corporation") in accordance with the provisions of this Agreement and the ESPP.
I hereby authorize payroll deductions from each of my paychecks following my
entry into the ESPP in the 1% multiple of my base salary (not to exceed a
maximum of 10%) specified in my attached Enrollment Form.
Purchase periods under the ESPP will run from the first business
day in February to the last business day in July each year and from the first
business day in August to the last business day in January of the following
year. The initial purchase period under the ESPP will begin on July 1, 1999 and
end on January 31, 2000. My participation will automatically remain in effect
from one purchase period to the next in accordance with my payroll deduction
authorization, unless I withdraw from the ESPP or change the rate of my payroll
deduction or unless my employment status changes. I may reduce the rate of my
payroll deductions on one occasion per purchase period, and I may increase my
rate of payroll deductions to become effective at the beginning of any
subsequent purchase period.
My payroll deductions will be accumulated for the purchase of
shares of the Corporation's Common Stock on the last business day of each
purchase period. The purchase price per share will be equal to 85% of the lower
of (i) the fair market value per share of Common Stock on the start date of the
purchase period or (ii) the fair market value per share on the purchase date. I
will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase per purchase period and (ii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last day of
the purchase period and the Corporation will refund all my payroll deductions
for that period. However, I may not rejoin that particular purchase period at
any later date. Upon the termination of my employment for any reason, including
death or disability, or my loss of eligible employee status, my participation in
the ESPP will immediately cease, and all my payroll deductions for the purchase
period in which my employment terminates or my loss of eligibility occurs will
immediately be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in which
my leave begins will be refunded. If my re-employment is guaranteed by either
law or contract, or if I return to active service within ninety (90) days, then
upon my return my payroll deductions will automatically resume at the rate in
effect when my leave began.
The Corporation will issue a stock certificate for the shares
purchased on my behalf after the end of each purchase period. The certificate
will be issued in street name and will be deposited directly in my
Corporation-designated brokerage account. I will notify the Corporation of any
disposition of shares purchased under the ESPP, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such disposition.
The Corporation has the right, exercisable in its sole
discretion, to amend or terminate all outstanding purchase rights under the ESPP
at any time, with such amendment or termination to become effective immediately
following the end of any purchase period. However, such purchase rights may be
amended or terminated with an immediate effective date to the extent necessary
to avoid the Corporation's recognition of compensation expense for financial
reporting purposes, should the accounting principles applicable to the ESPP
change. Upon any such termination, I will cease to have any further rights to
purchase shares of Common Stock under this Agreement.
I have read this Agreement and hereby agree to be bound by the
terms of both this Agreement and the ESPP. The effectiveness of this Agreement
is dependent upon my eligibility to participate in the ESPP.
Date: ________, 199__ Signature of Employee _________________________
Printed Name: _________________________________
Enrollment Effective Purchase Period Beginning:
[ ] July 1,1999
[ ] February 1, 200__
[ ] August 1, 200__