EXHIBIT 99.1
SOLECTRON CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
I. NOTICE OF GRANT OF RESTRICTED STOCK
NAME: XXXX XXXXXX
ADDRESS: 0000 X. XXXX XXXXXX
MILWAUKEE, WI 53217
You have been granted a right to purchase Shares of Restricted Stock,
subject to the terms and conditions of this Agreement, as follows:
Date of Grant July 15, 2003
Exercise Price Per Share $0.001
Total Number of Shares of Restricted Stock 400,000
Total Purchase Price $400.00
Expiration Date August 31, 2003
YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR
IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.
II. AGREEMENT
1. PURCHASE AND SALE OF SHARES. Pursuant to the employment agreement by
and between Purchaser and the Company effective June 18, 2003 (the "EMPLOYMENT
AGREEMENT"), which such document is hereby incorporated by reference, Purchaser
hereby purchases from the Company, and the Company hereby issues and sells to
Purchaser, an aggregate of 400,000 shares of Common Stock (as hereinafter
defined) (the "SHARES"), at a price of $0.001 per share or an aggregate purchase
price of $400.00. The Company shall, promptly after execution of this Agreement,
issue a certificate representing the Shares registered in the name of Purchaser,
which certificate shall be held in escrow pursuant to the provisions of Section
6 hereof. In return, the Purchaser shall deliver to the Company (a) an executed
counterpart of this Agreement, and (b) the purchase price of the Shares in the
form of a check payable to the Company.
2. STOCK SPLITS, ETC. If, from time to time during the term of this
Agreement (i) there is any stock dividend or liquidating dividend of cash and/or
property, stock split or other change in the character or amount of any of the
outstanding securities of the Company; or (ii) there is any
consolidation, merger or sale of all, or substantially all, of the assets of the
Company, then, in such event, any and all new, substituted or additional
securities or other property to which Purchaser is entitled by reason of his
ownership of the Shares shall be immediately subject to this Agreement and be
included in the word "Shares" for all purposes with the same force and effect as
the Shares presently subject to the terms of this Agreement.
3. DEFINITIONS. As used herein, the following definitions shall apply:
(A) "BOARD" means the Board of Directors of the Company or any
committee of the Board that has been designated by the Board to administer this
Agreement.
(B) "CODE" means the Internal Revenue Code of 1986, as amended.
(C) "COMMON STOCK" means the Common Stock of the Company.
(D) "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.
(E) "DIRECTOR" means a member of the Board or a member of the Board
of Directors of any Parent or Subsidiary of the Company.
(F) "DISABILITY" means that Purchaser has been unable to perform the
principal functions of Purchaser's duties under the Employment Agreement due to
a physical or mental impairment, but only if such inability has lasted or is
reasonably expected to last for at least six months. Whether Purchaser has a
Disability will be determined by the Board based on evidence provided by one or
more physicians selected by the Board and reasonably acceptable to Purchaser.
(G) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. An Employee
shall not cease to be such in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
(H) "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(I) "SERVICE PROVIDER" means an Employee, Director or Consultant.
(J) "SUBSIDIARY" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
(K) "UNVESTED SHARES" means those Shares that, as of any particular
date, have not vested in accordance with the vesting schedule set forth in
Section 4 below.
(L) "VESTED SHARES" means those Shares that, as of any particular
date, have vested in accordance with the vesting schedule set forth in Section 4
below.
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4. VESTING.
Subject to any acceleration provisions provided for in the Employment
Agreement, the Shares shall vest and be released from the Company's Repurchase
Option (as hereinafter defined) in accordance with the following provisions:
(a) 100% of the Shares shall vest on the fourth anniversary of the
"Vesting Commencement Date" (defined below).
(b) Vesting under this Section shall cease in the event that Purchaser
ceases to be a Service Provider, subject to any accelerated vesting provided for
in the Employment Agreement. At such times, the repurchase provisions of Section
5 hereof shall apply to all Shares that are Unvested Shares as of the date of
such termination.
(c) The Vesting Commencement Date shall be June 18, 2003.
5. REPURCHASE OPTION.
(a) If Purchaser's status as a Service Provider terminates for any or no
reason, the Company shall have the right and option (the "REPURCHASE OPTION") to
purchase from Purchaser all of Purchaser's Shares which are Unvested Shares as
of the date of such termination, at the price paid by Purchaser for such Shares
(the "REPURCHASE PRICE").
(b) The Repurchase Option shall be exercised by the Company by delivering
written notice to the Purchaser or the Purchaser's executor (with a copy to the
Escrow Agent (as defined below)) AND, at the Company's option, (i) by delivering
to the Purchaser or the Purchaser's executor a check in the amount of the
aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's
indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by
a combination of (i) and (ii) so that the combined payment and cancellation of
indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice
and the payment of the aggregate Repurchase Price, the Company shall become the
legal and beneficial owner of the Shares being repurchased and all rights and
interests therein or relating thereto, and the Company shall have the right to
retain and transfer to its own name the number of Shares being repurchased by
the Company.
(c) If the Company does not elect to exercise the Repurchase Option
conferred above by giving the requisite notice within ninety (90) days following
the termination, the Repurchase Option shall terminate.
6. TRANSFER OF SHARES; ESCROW.
(a) Purchaser hereby authorizes and directs the Escrow Agent (as defined
below) to transfer any Unvested Shares as to which the Repurchase Option has
been exercised from Purchaser to the Company.
(b) To ensure the availability for delivery of Purchaser's Unvested Shares
upon repurchase by the Company pursuant to the Repurchase Option under Section 5
above, Purchaser
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hereby appoints the Corporate Secretary of the Company, or any other person
designated by the Company, as escrow agent (the "ESCROW AGENT") and as
Purchaser's attorney-in-fact to sell, assign and transfer unto the Company such
Unvested Shares, if any, as may be repurchased by the Company pursuant to the
Repurchase Option and shall, upon execution of this Agreement, deliver and
deposit with the Escrow Agent the share certificates representing the Unvested
Shares, together with two stock assignments duly endorsed in blank and in the
form attached hereto as Exhibit A-1. The Unvested Shares and stock assignment
shall be held by the Escrow Agent in escrow pursuant to Joint Escrow
Instructions in the form attached hereto as Exhibit A-2, until (i) the Company
exercises its Repurchase Option as provided in Section 5 above, (ii) such
Unvested Shares become Vested Shares, or (iii) such time as this Agreement no
longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall
promptly deliver to Purchaser the certificate or certificates representing such
Shares in the Escrow Agent's possession belonging to Purchaser, and the Escrow
Agent shall be discharged of all further obligations hereunder. Notwithstanding
any of the foregoing, however, the Escrow Agent shall nevertheless retain such
certificate or certificates as Escrow Agent if so required pursuant to other
restrictions imposed pursuant to this Agreement.
(c) The Escrow Agent shall not be liable for any act it may do or omit to
do with respect to holding the Shares in escrow and while acting in good faith
and in the exercise of its judgment.
(d) Transfer or sale of the Shares is subject to restrictions on transfer
imposed by any applicable state and federal securities laws. Any transferee
shall hold such Shares subject to all the provisions hereof and shall
acknowledge the same by signing a copy of this Agreement.
(e) No Shares may be sold, pledged, hypothecated or otherwise transferred
by Purchaser until such Shares have become Vested Shares and are no longer
subject to any security agreement for the benefit of the Company.
7. OWNERSHIP, VOTING RIGHTS, DUTIES. This Agreement shall not affect in
any way the ownership, voting rights or other rights or duties of Purchaser,
except as specifically provided herein. Purchaser shall enjoy rights as a
stockholder until such time as Purchaser disposes of the Shares or the Company
and/or its assignee(s) exercises the Repurchase Option hereunder. Upon any such
exercise, Purchaser shall have no further rights as a holder of the Shares so
purchased except the right to receive payment for the Shares so purchased in
accordance with the provisions of this Agreement, and Purchaser or the Escrow
Agent, as the case may be, shall forthwith cause the certificate(s) evidencing
the Shares so purchased to be surrendered to the Company for transfer or
cancellation.
8. RESTRICTIVE LEGENDS; STOP-TRANSFER ORDERS.
(A) LEGENDS. Purchaser understands and agrees that the Company shall cause
the legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by state or federal securities laws:
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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE FOR THE BENEFIT OF
SOLECTRON CORPORATION OR ITS ASSIGNEE(S) AS SET FORTH IN A RESTRICTED
STOCK PURCHASE AGREEMENT BETWEEN SOLECTRON CORPORATION AND THE ORIGINAL
HOLDER OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF SOLECTRON CORPORATION. SUCH TRANSFER RESTRICTIONS AND RIGHTS OF
REPURCHASE ARE BINDING ON TRANSFEREES OF THESE SHARES.
(B) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
9. SECTION 83(b) ELECTIONS. Purchaser understands that Section 83 of the
Code, taxes as ordinary income the difference between the amount paid for the
Shares and the fair market value of the Shares as of the date any restrictions
on the Shares lapse. In this context, "restriction" means the right of the
Company to buy back the Shares pursuant to the Repurchase Option. Because the
Company has registered equity securities under the Securities Exchange Act of
1934 (the "EXCHANGE ACT"), "restriction" with respect to officers, directors,
and ten percent (10%) stockholders also includes the six-month period after the
purchase of the Shares during which sales of certain securities by such
officers, directors, and ten percent (10%) stockholders would give rise to
liability under Section 16(b) of the Exchange Act. Purchaser understands that he
may elect to be taxed at the time the Shares are purchased rather than when any
restrictions applicable to the Shares lapse, by filing an election under Section
83(b) of the Code with the Internal Revenue Service within thirty (30) days from
the date of purchase. Even if the fair market value of the Shares equals the
amount paid for the Shares, the election may be made to avoid adverse tax
consequences in the future. Purchaser understands that failure to make this
filing in a timely manner shall result in the recognition of ordinary income by
Purchaser, as any restrictions applicable to the Shares lapse, on any difference
between the purchase price and the fair market value of the Shares at the time
such restrictions lapse. A form of Election under Section 83(b) is attached to
the Agreement as Exhibit A-3 for reference.
PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT
THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN
IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PURCHASER'S BEHALF.
10. ADDITIONAL ACTIONS. The parties shall execute such further instruments
and take such further action as may reasonably be necessary to carry out the
intent of this Agreement.
11. ASSIGNMENT. The Company may assign its rights and delegate its duties
under this Agreement. This Agreement shall inure to the benefit of the
successors and assigns of the Company
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and, subject to the restrictions on transfer herein set forth, be binding upon
Purchaser, Purchaser's heirs, executors, administrators, successors and assigns.
12. ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Employment Agreement
and the Joint Escrow Instructions executed in connection herewith constitute the
full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as specifically set forth herein. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
13. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California as they apply to
contracts entered into and wholly to be performed within such state.
Purchaser represents that Purchaser has read this Agreement and is
familiar with its terms and provisions. Purchaser hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Agreement.
14. NO GUARANTEE OF CONTINUED SERVICE. PURCHASER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER OF THE COMPANY FOR ANY PERIOD OR AT ALL. NOTHING IN THIS AGREEMENT
SHALL AFFECT IN ANY MANNER WHATSOEVER OR INTERFERE WITH THE RIGHT OR POWER OF
THE COMPANY, OR A PARENT OR SUBSIDIARY OF THE COMPANY, TO TERMINATE PURCHASER'S
RELATIONSHIP WITH THE COMPANY AT ANY TIME, FOR ANY OR NO REASON, WITH OR WITHOUT
CAUSE.
15. ADVICE OF COUNSEL. Purchaser has reviewed this Agreement in its
entirety, has had an opportunity to obtain the advice of independent counsel
prior to executing this Agreement and fully understands all provisions hereof.
16. AUTHORIZATION OF TRANSFER. Purchaser hereby authorizes and directs the
Secretary or transfer agent of the Company to transfer the Stock as to which the
Repurchase Option has been exercised from Purchaser to the Company or the
Company's assignees.
17. WAIVER. Either party's failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement. The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.
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IN WITNESS WHEREOF, this Agreement is deemed made as of the date
first set forth above.
SOLECTRON CORPORATION
By
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Title
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PURCHASER
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Xxxx Xxxxxx
ADDRESS:
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[SIGNATURE PAGE FOR RESTRICTED STOCK PURCHASE AGREEMENT]
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EXHIBIT A-1
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, Xxxx Xxxxxx hereby sells, assigns and
transfers unto Solectron Corporation, an aggregate of shares of the
Common Stock of Solectron Corporation standing in the undersigned's name on the
books of said corporation represented by Certificate No. , and does hereby
irrevocably constitute and appoint to transfer
the said stock on the books of the within named corporation with full power of
substitution in the premises.
This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement between Solectron Corporation and the
undersigned dated , 2003 (the "AGREEMENT").
Dated:
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INSTRUCTIONS: Please do not fill in the blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its
"Repurchase Option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.
EXHIBIT A-2
JOINT ESCROW INSTRUCTIONS
,
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Solectron Corporation
Attn: Corporate Secretary
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Corporate Secretary:
As Escrow Agent for both Solectron Corporation, a Delaware corporation
(the "COMPANY"), and the undersigned purchaser of stock of the Company
("PURCHASER"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement (the "AGREEMENT"), dated as of , 2003, between the Company and the
undersigned, in accordance with the following instructions:
1. In the event that the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the "COMPANY") exercises the
Company's "Repurchase Option" set forth in the Agreement, the Company shall give
to Purchaser and you a written notice specifying the number of shares of stock
to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.
2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (as
permitted in the Agreement) for the number of shares of stock being purchased
pursuant to the exercise of the Company's Repurchase Option.
3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a shareholder of the Company while the
stock is held by you.
4. Upon written request of Purchaser, but no more than once per calendar
year, unless the Company's repurchase option has been exercised, you shall
deliver to Purchaser a certificate or
certificates representing so many shares of stock as are not then subject to the
Company's Repurchase Option. Within 120 days after cessation of Purchaser's
continuous employment by or services to the Company, or any parent or subsidiary
of the Company, you shall deliver to Purchaser a certificate or certificates
representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to exercise
of the Company's Repurchase Option.
5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.
10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.
11. You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be an officer or agent of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company
shall appoint a successor Xxxxxx Agent.
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13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
15. All notices and other communications required or permitted hereunder
shall be in writing, shall be effective when given, and shall in any event be
deemed to be given (a) five (5) days after deposit with the U.S. Postal Service,
if delivered by first class mail, postage prepaid, (b) upon delivery, if
delivered by hand, or (c) one business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid, and shall be
addressed to each of the other parties thereunto entitled at the following
addresses or at such other addresses as a party may designate by ten days'
advance written notice to each of the other parties hereto.
COMPANY: Solectron Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Chairman of the Board of Directors
PURCHASER: Xxxx Xxxxxx
0000 X. Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
ESCROW AGENT: Solectron Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Corporate Secretary
16. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.
17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.
18. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of California as they
apply to contracts entered into and wholly to be performed within such state.
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Very truly yours,
SOLECTRON CORPORATION
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PURCHASER:
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Xxxx Xxxxxx
ESCROW AGENT:
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Corporate Secretary
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EXHIBIT A-3
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to the above-referenced
Federal Tax Code, to include in taxpayer's gross income for the current taxable
year, the amount of any compensation taxable to taxpayer in connection with his
receipt of the property described below:
1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:
NAME: TAXPAYER: SPOUSE:
ADDRESS:
IDENTIFICATION NO.: TAXPAYER: SPOUSE:
TAXABLE YEAR: Calendar Year
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2. The property with respect to which the election is made is described as
follows: _____ shares (the "SHARES") of the Common Stock of Solectron
Corporation, a Delaware corporation (the "COMPANY").
3. The date on which the property was transferred is: , .
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4. The property is subject to the following restrictions:
The Shares may be repurchased by the Company, or its assignee, on certain
events. This right lapses with regard to a portion of the Shares based on
the continued performance of services by the taxpayer over time.
5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never lapse, of
such property is: $_____.
6. The amount (if any) paid for such property is: $________.
The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.
The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.
Dated: ,
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Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated: ,
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Spouse of Taxpayer
