Exhibit 10.4B
SAMPLE SUBSCRIPTION AGREEMENT
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ALTIRIS, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Offering Date:
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Original Application
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Change in Payroll Deduction Rate
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Change of Beneficiary(ies)
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1. hereby elects to participate in the Altiris, Inc. 2002
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Employee Stock Purchase Plan (the "Plan") and subscribes to purchase shares
of the Company's Common Stock in accordance with this Subscription
Agreement and the Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
% of my Compensation on each payday (from 0 to 10%) during the Offering
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Period in accordance with the Plan. (Please note that no fractional
percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the 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 Plan. I understand that my
participation in the 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 shareholder approval of the Plan.
5. Shares of Common Stock purchased for me under the 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 received by me pursuant to the
Plan within 2 years after the Offering Date (the first day of the Offering
Period during which I purchased such shares) or one year after the Exercise
Date, 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 hereby agree
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to notify the Company in writing within 30 days after the date of any
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disposition of my shares and I will make adequate provision for Federal,
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state or other tax withholding obligations, if any, which arise upon the
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disposition of the Common Stock. The Company may, but will not be obligated
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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
and 1-year holding periods, 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 of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market
value of the shares on the first day of the Offering Period. The remainder
of the gain, if any, recognized on such disposition will be taxed as
capital gain.
7. I hereby agree to be bound by the terms of the Plan. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate
in the Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and/or shares due me under the
Plan:
NAME: (Please print)
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(First) (Middle) (Last)
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Relationship
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Percentage Benefit (Address)
NAME: (please print)
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(First) (Middle) (Last)
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Relationship
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Percentage Benefit (Address)
-2-
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:
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Signature of Employee
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Spouse's Signature (If beneficiary other than spouse)
-3-
SAMPLE WITHDRAWAL NOTICE
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ALTIRIS, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Altiris, Inc.
2002 Employee Stock Purchase Plan which began on , (the
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"Offering Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.
Name and Address of Participant:
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Signature:
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Date:
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