PSW TECHNOLOGIES, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") for the purchase period specified below, and I hereby subscribe to
purchase shares of Common Stock of PSW Technologies, Inc. (the "Corporation") in
accordance with the provisions of this Agreement and the ESPP. I hereby
authorize payroll deductions from each of my paychecks during the purchase
period in the 1% multiple of my earnings (not to exceed a maximum of 15%)
specified in my attached Enrollment Form.
Purchase periods under the ESPP will run from the first business day in May
to the last business day in October each year and from the first business day in
November each year to the last business day in April of the following year. The
initial purchase period under the ESPP will begin at the time of the initial
public offering of the Common Stock and end on the last business day in October
1997. My participation will automatically remain in effect from one purchase
period to the next in accordance with this Agreement and 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 once per purchase period, and I may increase the rate of my
payroll deductions to become effective at the start 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 the purchase period. The
purchase price per share will be 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
on any one purchase date to 500 shares and (ii) prohibiting me from purchasing
more than U.S.$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 business day of
the purchase period and elect either to have the Corporation refund all my
payroll deductions for that period or to have such payroll deductions applied to
the purchase of Common Stock at the end of such 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 automatically 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, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase period. Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the end of
each purchase period will automatically be deposited into a brokerage account
designated by the Corporation. 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 the ESPP at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase period. Should the Corporation elect to
terminate the ESPP, I will have no further rights to purchase shares of Common
Stock pursuant to this Agreement.
I have received a copy of the official Plan Summary and Prospectus (or
Question and Answer Summary) summarizing the major features of the ESPP. 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:______________________
Start Date of my Purchase Period: _____________, 199__
