EXHIBIT 10.68
V-ONE CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_____ Original Application Enrollment Date: __________
_____ Change of Beneficiary(ies)
1. _____________________________________ hereby elects to participate in the
V-ONE Corporation 2001 Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") and subscribes to purchase shares of the Company's Common Stock
in accordance with this Subscription Agreement and the Employee Stock Purchase
Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday (from 1 to 10%) during the Offering
Period in accordance with the Employee Stock Purchase Plan (please note that no
fractional percentages are permitted).
3. I understand that the payroll deductions authorized under this Agreement will
be accumulated for the purchase of shares of Common Stock at the applicable
Purchase Price determined in accordance with the Employee Stock Purchase Plan. I
understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.
4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to stockholder
approval of the Employee Stock Purchase Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse only):
_______________________________________________________________________________.
6. I understand that if I dispose of any shares purchased by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the Offering
Period during which I purchased such shares), I will be treated for federal
income tax purposes as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market value of the
shares at the time such shares were purchased by me over the price which I paid
for the shares. I agree to notify the Company in writing within 30 days after
the date of any disposition of shares and I will make adequate provision for
federal, state or other tax withholding obligations, if any, which arise upon
the disposition of the Common Stock. The Company may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me. If I dispose of such shares at any time after
the expiration of the 2-year holding period, I understand that I will be treated
for federal income tax purposes as having received income only at the time of
such disposition, and that such income will be taxed as ordinary income only to
the extent of an amount equal to the lesser of (1) the excess of the fair market
value (as defined in the Plan) of the shares at the time of such disposition
over the purchase price which I paid for the shares, or (2) the excess of the
fair market value (as defined in the Plan) of the shares on the first day of the
Offering Period over the purchase price applicable to my option as of the date
the option was granted. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain. I UNDERSTAND THAT I AM SOLELY
RESPONSIBLE FOR DETERMINING THE TAX CONSEQUENCES OF MY PARTICIPATION IN THE PLAN
AND THAT THE COMPANY HAS ADVISED ME TO CONSULT WITH MY PERSONAL TAX OR FINANCIAL
ADVISORS REGARDING SUCH CONSEQUENCES.
7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan.
The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:
NAME: (Please print)
______________________________________________________
(First) (Middle) (Last)
______________________________________________________
Relationship
______________________________________________________
(Address)
Employee's Social
Security Number:
______________________________________________________
Employee's Address:
______________________________________________________
______________________________________________________
______________________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: _______________ Signature of Employee
____________________________________
Spouse's Signature (If beneficiary other than spouse)
__________________________________
