Exhibit 99.6
XXXXX.XXX, INC.
1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated
(the "Issuance Agreement") by and between Xxxxx.xxx, Inc. (the "Corporation")
and ("Participant") evidencing the stock issuance on such
date to Participant under the terms of the Corporation's 1999 Non-Officer
Stock Option/Stock Issuance Plan, and such provisions shall be effective
immediately. All capitalized terms in this Addendum, to the extent not
otherwise defined herein, shall have the meanings assigned to such terms in
the Issuance Agreement.
INVOLUNTARY TERMINATION
FOLLOWING CHANGE IN CONTROL
1. To the extent the Repurchase Right is assigned to the
successor entity (or parent company) or otherwise continues in full force effect
and in connection with a Change in Control, no accelerated vesting of the
Purchased Shares shall occur upon such Change in Control, and the Repurchase
Right shall continue to remain in effect in accordance with the provisions of
the Issuance Agreement. The Participant shall, over Participant's period of
Service following the Change in Control, continue to vest in the Purchased
Shares in one or more installments in accordance with the provisions of the
Issuance Agreement.
2. Immediately upon an Involuntary Termination of
Participant's Service within twelve (12) months following the Change in Control,
the Repurchase Right shall terminate automatically and all the Purchased Shares
shall vest in full.
3. For purposes of this Addendum, the following definitions
shall be in effect:
An INVOLUNTARY TERMINATION shall mean the termination of
Participant's Service by reason of:
(i) Participant's involuntary dismissal or discharge
by the Corporation for reasons other than Misconduct, or
(ii) Participant's voluntary resignation following
(A) a change in Participant's position with the Corporation (or Parent
or Subsidiary employing Participant) which materially reduces
Participant's level of responsibility, (B) a reduction in Participant's
level of compensation (including base salary, fringe benefits and
target bonus under any performance based bonus or incentive programs)
by more than fifteen percent (15%) or (C) a relocation of Participant's
place of employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the Corporation
without Participant's consent.
MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by the Participant of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by
Participant, whether by omission or commission, which adversely affects the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not limit the grounds for the
dismissal or discharge of the Participant or other person in the Service of the
Corporation (or any Parent or Subsidiary).
IN WITNESS WHEREOF, Xxxxx.xxx, Inc. has caused this Addendum
to be executed by its duly-authorized officer as of the Effective Date specified
below.
XXXXX.XXX, INC.
By:
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Title:
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EFFECTIVE DATE: ______________, _______
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