EXHIBIT 10.7
ISILON SYSTEMS, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
____ Original Application Offering Date: ___________
____ Change in Payroll Deduction Rate
____ Change of Beneficiary(ies)
1. ____________________ hereby elects to participate in the Isilon Systems,
Inc. 2006 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
Period in accordance with the Plan. (Please note that no fractional
percentages are permitted.)
3. I understand that said payroll deductions will 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 and purchase Common Stock under
the Plan.
4. I have received a copy of the complete Plan and its accompanying
prospectus. I understand that my participation in the Plan is in all
respects subject to the terms of the Plan.
5. Shares of Common Stock purchased for me under the Plan should be issued in
the name(s) of (Eligible Employee or Eligible Employee and Spouse only).
6. I understand that if I dispose of any shares received by me pursuant to the
Employee Stock Purchase Plan within two (2) years after the Offering Date
(the first day of the Offering Period during which I purchased such shares)
or one (1) 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 to notify the Company in
writing within thirty (30) days after the date of any disposition of my
shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the
Common Stock. The Company may, but will not be obligated 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 two (2)-year and one (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 (a) 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 (b) 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 shares due me under the
Employee Stock Purchase Plan:
Address
Name (if different than Employee) Relationship % of Benefit
---- ---------------------------- ------------ ------------
Employee's Social Security Number: ____________________________________
Employee's Address: ____________________________________
____________________________________
____________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
------------------------------ ----------------------------------------
Signature of Employee
Dated:
------------------------------ ----------------------------------------
Spouse's Signature
(if beneficiary is other than spouse)
-2-
EXHIBIT B
ISILON SYSTEMS, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Isilon Systems,
Inc. 2006 Employee Stock Purchase Plan that began on ________________, 20___
(the "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 will be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.
Name and Address of Participant:
________________________________________
________________________________________
________________________________________
Signature:
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Date:
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