Exhibit 10.22
OMTOOL, LTD.
STOCK PURCHASE AND RESTRICTION AGREEMENT - DIRECTOR
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 Director (the "STOCKHOLDER"): [NAME]
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Date of this restricted stock purchase: [DATE]
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Number of shares of the Company's Common Stock issued and sold [NUMBER OF SHARES]
under this Agreement (the "SHARES"):
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Purchase price per share: $0.01
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Number of Shares that are Vested Shares on Vesting Start Date: None
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Shares that are Unvested Shares on Vesting Start Date: [NUMBER OF SHARES UNVESTED]
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Vesting Start Date: [VESTING START DATE]
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Vesting Schedule:
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On the annual anniversary date of the Vesting Start Date [1/4 OF UNVESTED SHARES]
commencing one year from the Vesting Start Date:
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OMTOOL, LTD.
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Signature of Stockholder
By:
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Street Address Name of Officer:
Title:
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City / State / Zip Code
OMTOOL, LTD.
STOCK PURCHASE AND RESTRICTION AGREEMENT - DIRECTOR
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 Stockholders 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
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Stockholder to make routine sales of the Shares under Rule 144 or any other rule
of the Securities and Exchange Commission.
4. VESTING IF BUSINESS RELATIONSHIP CONTINUES.
(a) VESTING SCHEDULE. If the Stockholder has continuously maintained
a business relationship with the Company as a director of the Company (a
"BUSINESS RELATIONSHIP") 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 Business Relationship 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
maintenance of a Business Relationship 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 such that all Unvested Shares shall
immediately become Vested Shares.
(c) TERMINATION OF BUSINESS RELATIONSHIP. For purposes hereof, the
Stockholder's Business Relationship shall not be considered as having
terminated during any leave of absence if such leave of absence has been
approved in writing by the Company and if such written approval
contractually obligates the Company to continue the Business Relationship
of the Stockholder after the approved period of absence; in the event of
such an approved leave of absence, vesting of Unvested Shares shall be
suspended (and the period of the leave of absence shall be added to all
vesting dates) unless otherwise provided in the Company's written
approval of the leave of absence that specifically refers to this
Agreement.
5. RESTRICTIONS ON TRANSFER; PURCHASE BY THE COMPANY. The Stockholder
shall not sell, assign, transfer, pledge, encumber or dispose of all or any of
his or her Unvested Shares, except that Unvested Shares may be transferred only
pursuant to this Section 5 hereof. The Stockholder may not at any time transfer
any Shares to any individual, corporation, partnership or other entity that
engages in any business activity that is in competition, directly or indirectly,
with the products or services being developed, manufactured or sold by the
Company. The determination of whether any proposed transferee engages in any
business activity that is in competition with those of the Company shall be made
by the Board of Directors of the Company in good faith. This prohibition shall
be applicable in addition to and separately from the other provisions hereof.
Upon the termination of the Stockholder's Business Relationship, the
Stockholder shall sell to the Company (or the Company's assignee) all of his or
her Unvested Shares in accordance
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with the procedures set forth below. The purchase price (the "REPURCHASE PRICE")
of such Shares (the "REPURCHASED SHARES") shall be the purchase price per Share
set forth on the cover page hereof (subject to adjustment as herein provided).
The sale of the Repurchased Shares shall take place as soon as practicable at
the principal executive offices of the Company at the time and date set by the
Company. Such sale shall be effected by the Company's delivery of a stock power
executed by the Stockholder in the form attached hereto and a letter from the
Company to the Company's transfer agent noting the number of shares that are to
be repurchased, against payment to the Stockholder by the Company of the
Repurchase Price by check for the Repurchased Shares (which check may be
delivered by mail). Upon the mailing of a check in payment of the purchase price
in accordance with the terms hereof, the Company shall become the legal and
beneficial owner of the Shares being repurchased and all rights and interests
therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Shares being repurchased by the Company.
Notwithstanding the foregoing, the Stockholder may transfer all or any of
his or her Unvested Shares (x) as a gift to any member of his or her family or
to any trust for the benefit of any such family member or the Stockholder;
PROVIDED THAT any such transferee shall agree in writing with the Company, as a
condition precedent to such transfer, to be bound by all of the provisions of
this Agreement to the same extent as if such transferee were the Stockholder, or
(y) by will or the laws of descent and distribution, in which event each such
transferee shall be bound by all of the provisions of this Agreement to the same
extent as if such transferee were the Stockholder or (z) by court order, in
which event each such transferee shall be bound by all of the provisions of this
Agreement to the same extent as if such transferee were the Stockholder. As used
herein, the word "FAMILY" shall include any spouse, lineal ancestor or
descendant, brother or sister.
6. DEATH; DISABILITY.
(a) Upon the death or Disability (as defined below) of the
Stockholder during the Stockholder's Business Relationship with the
Company, but only to the extent the Stockholder has any Unvested Shares,
all Unvested Shares shall become Vested Shares.
(b) DEFINITION OF DISABILITY. For purposes of this Agreement, the
term "DISABILITY" shall mean "PERMANENT AND TOTAL DISABILITY" as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"CODE").
7. WITHHOLDING TAXES. If the Company in its discretion determines that it
is obligated to withhold any tax in connection with the transfer of, or the
lapse of restrictions on, the Shares, the Stockholder hereby agrees that the
Company may withhold from the Stockholder's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company, the amount required
to be withheld may be withheld in cash from such wages or other remuneration.
The Stockholder further agrees that, if the Company does not withhold an amount
from the Stockholder's wages or other remuneration sufficient to satisfy the
withholding obligation of the Company, the Stockholder will make reimbursement
on demand, in cash, for the amount underwithheld.
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8. FAILURE TO DELIVER SHARES. If any Stockholder (or his or her legal
representative) who has become obligated to sell Shares hereunder shall fail to
deliver such Shares to the Company in accordance with the terms of this
Agreement, the Company may, at its option, in addition to all other remedies it
may have, send to such Stockholder by registered mail, return receipt requested,
the purchase price for such Shares as is herein specified. Thereupon, the
Company: (i) shall cancel on its books the entry or entries and/or certificates
or certificates representing such Shares to be sold; and (ii) shall make, in
lieu thereof, a new entry or entries or issue, in lieu thereof, a new
certificate or certificates in the name of the Company representing such Shares,
and thereupon all of such Stockholder's rights in and to such Shares shall
terminate.
9. ARBITRATION. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this Agreement or its
termination shall be settled by arbitration in Massachusetts, pursuant to the
rules then obtaining of the American Arbitration Association. Any award shall be
final, binding and conclusive upon the parties and a judgment rendered thereon
may be entered in any court having jurisdiction thereof.
10. PROVISION OF DOCUMENTATION TO STOCKHOLDER. By signing this Agreement
the Stockholder acknowledges receipt of a copy of this Agreement and a copy of
the Plan.
11. MISCELLANEOUS.
(a) NOTICES. All notices hereunder shall be in writing and shall be
deemed given when sent by certified or registered mail, postage prepaid,
return receipt requested, if to the Stockholder, to the address set forth
on the cover page hereof or at the address shown on the records of the
Company, and if to the Company, to the Company's principal executive
offices, attention of the Corporate Secretary.
(b) ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the
entire agreement between the parties relative to the subject matter
hereof, and supersedes all proposals, written or oral, and all other
communications between the parties relating to the subject matter of this
Agreement. This Agreement may be modified, amended or rescinded only by a
written agreement executed by both parties.
(c) FRACTIONAL SHARES. All fractional Shares resulting from the
adjustment provisions contained in the Plan shall be rounded down to the
nearest whole share.
(d) CHANGES IN CAPITAL STRUCTURE. In the event of any stock split,
stock dividend, recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off, split-up, or
other similar change in capitalization or event, the securities received
in respect of such event shall be "Shares" hereunder subject to this
Agreement and shall retain the same status as "VESTED SHARES" or
"UNVESTED SHARES" as the Shares in respect of which they were received,
and the repurchase price per security subject to repurchase shall be
appropriately adjusted by the Company.
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(e) SEVERABILITY. The invalidity, illegality or unenforceability of
any provision of this Agreement shall in no way affect the validity,
legality or enforceability of any other provision.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns, subject to the limitations set forth herein.
(g) GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of
Delaware without giving effect
to the principles of the conflicts of laws thereof.
(h) NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. Neither the
Plan, nor this Agreement, nor any provision hereof imposes any obligation
on the Company to continue the Stockholder's Business Relationship with
the Company.
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STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________, taxpayer identification or social
security number __________________, residing at _______________________________
an aggregate of __________________ shares of common stock, $.01 par value per
share (the "Shares"), of Omtool, Ltd. (the "Corporation"), a
Delaware
corporation standing in my name on the books of said Corporation, and do hereby
irrevocably constitute and appoint the Corporation as attorney-in-fact to
transfer the Shares in the books of the Corporation with full power of
substitution in the premises.
Dated:
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By:
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Print Name:
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Witness:
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