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EXHIBIT 10.57
COMBICHEM, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the 1997 Employee Stock Purchase Plan
(the "ESPP") for the offering period specified below, and I hereby subscribe to
purchase shares of Common Stock of CombiChem, 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 offering period in the 1% multiple of my salary (not to exceed a maximum of
10%) specified in my attached Enrollment Form.
The offering period is divided into a series of consecutive purchase
intervals. With the exception of the initial purchase interval which begins at
the time of the initial public offering of the Common Stock, those purchase
intervals will be of six months duration and begin on the first business day of
February and August each year during the offering period. My participation
will automatically remain in effect from one purchase interval to the next
during the term of the ESPP 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 interval and I may increase my
rate of payroll deductions to become effective at the beginning of any
subsequent purchase interval.
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
interval within the offering 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 my entry date into the offering period or (ii) the fair market value
per share on the purchase date. However, the clause (i) amount will in no
event be less than the fair market value per share of Common Stock on the start
date of the offering period. I will also be subject to ESPP restrictions (i)
limiting the maximum number of shares which I may purchase during any purchase
interval 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 business
day of a purchase interval and elect either to have the Corporation refund all
my payroll deductions for that interval or to have such payroll deductions
applied to the purchase of Common Stock at the end of such interval. However,
I may not rejoin that particular offering 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 interval 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 interval 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 interval.
Upon my return to active service, 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 interval. The certificate will be issued in the name or names I have
selected on the Enrollment Form accompanying this Agreement or will be
deposited directly in my 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 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 interval. 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 Prospectus summarizing the
major features of the ESPP. I have read this Agreement and the Prospectus 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:______________________
Duration of Offering Period: From: __________________, 1997 to
January 31, 1999
Entry Date into Offering Period: _____________________, 1997
