Exhibit 4.2
FORM OF
GALILEO INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Galileo International, Inc.
Employee Stock Purchase Plan (the "Plan") beginning with the offering period
specified in my attached Subscription and Authorization Form, and I accordingly
subscribe to purchase shares of common stock of Galileo International, Inc.
("Common Stock") in accordance with the provisions of this Agreement and the
Plan. I hereby authorize payroll deductions from each of my paychecks during the
offering period in the dollar amount specified in my attached Subscription and
Authorization Form.
I understand that subsequent offering periods will begin on the first
business day of each calendar quarter of each year and that my participation
will automatically remain in effect from offering period to offering period in
accordance with my payroll deduction authorization, unless I withdraw from the
Plan, change the rate of my payroll deduction or terminate my employment.
I understand that my payroll deductions will be accumulated for the
purchase of shares of Common Stock on the last business day of each offering
period during which I participate in the Plan. The purchase price per share will
be the lower of (i) 85% of the fair market value of one share of Common Stock on
the first business day of the offering period or (ii) 85% of the fair market
value of one share of Common Stock on the last business day of the offering
period. The fair market value of one share of Common Stock on any relevant day
will be the closing price on that day as recorded by the Wall Street Journal in
the New York Stock Exchange Composite Transactions, or on the next regular
business day on which shares of the Common Stock are traded in the event that no
shares of the Common Stock have been traded on the relevant day.
I understand that I can withdraw from the Plan at any time. The
withdrawal will become effective on the first day of the next full payroll
period after giving notice of my withdrawal. I may elect either to have the
Company refund all of my payroll deductions for that offering period or to have
such payroll deductions applied to the purchase of Common Stock at the end of
such offering period. Upon my termination of employment for any reason,
including death, or change to ineligible employee status, payroll deductions
will automatically cease on my behalf and I, or my personal representative in
the event of my death, may elect either to have the Company refund my payroll
deductions for the offering period in which such termination or change occurs or
to have such payroll deductions applied to the purchase of Common Stock at the
end of that offering period. If I, or my personal representative in the event of
my death, do not make such election, my payroll deductions will be returned to
me or to my personal representative. I further understand that I may either
increase or decrease my payroll deductions to become effective at the start of
any subsequent offering period.
I understand that the Compensation Committee of the Board of Directors
of Galileo International, Inc. (the "Committee") has the right, exercisable in
its sole discretion and at any time, to terminate the Plan or, subject to
certain restrictions, to amend the Plan. Should the Committee elect to terminate
the Plan, I will have no further rights to purchase shares of Common Stock
pursuant to this Agreement.
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I understand that the Committee may impose from time to time minimum
and maximum payroll deduction amounts and that the Plan sets forth restrictions
(i) prohibiting me from purchasing more than $25,000 worth of Common Stock per
calendar year (determined on the date of grant of the purchase right) and (ii)
prohibiting participation by 5% stockholders.
I acknowledge that I have received a copy of the official Plan Summary
and Prospectus summarizing the operation of the Plan. I have read this Agreement
and the Prospectus and hereby agree to be bound by the terms of both this
Agreement and the Plan. The effectiveness of this Agreement is dependent upon my
eligibility to participate in the Plan.
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Signature of Employee Printed Name Date
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