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EXHIBIT 99.13
COM21, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the 1998 Employee Stock Purchase Plan
(the "ESPP") for the offering period specified below, and I hereby subscribe to
purchase shares of Common Stock of COM21, 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 base 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
May and November 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 once 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.
If I take a paid or unpaid leave of absence and my re-employment is guaranteed
by either law or contract, or if I return to active service within ninety (90)
days, upon my return my payroll deductions will automatically continue or
resume at the rate in effect when my leave began; otherwise upon my return to
active service I may re-enroll in the ESPP as a new employee. 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 street name
and will be deposited directly in my Corporation-designated 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. 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: __________________, 1998 to April 30, 2000
Entry Date into Offering Period: _____________________, 1998
