Raging Capital Management, LLC
Exhibit 99.3
000
Xxxxxxxxxxx Xxxxxx
Princeton,
New Jersey 08542
______,
2010
_____________________
_____________________
_____________________
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Re:
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Bitstream
Inc.
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Dear
_______:
This
letter sets forth our mutual agreement with respect to compensation to be paid
to you for your agreement to be named and serve as a nominee of Raging Capital
Fund, LP (“Raging Capital”) for election as a director of Bitstream Inc. (the
“Company”) at the Company’s 2010 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the “Annual
Meeting”).
In
consideration of your agreement to be named and serve as a nominee of Raging
Capital for election as a director of the Company at the Annual Meeting, the
undersigned hereby agrees to pay you $10,000 in cash upon Raging Capital
submitting a letter to the Company nominating you for election as a director of
the Company (with such payment to be made as soon as reasonably practicable
after you have been nominated). You hereby agree to use such
compensation to acquire securities of the Company (the “Nominee Shares”) at such
time that you shall determine, but in any event no later than 14 days after
receipt of such compensation. If you are elected or appointed to
serve as a director of the Company, you agree not to sell, transfer or otherwise
dispose of any Nominee Shares within two (2) years of your election or
appointment as a director; provided, however, in the event that the Company
enters into a business combination with a third party, you may sell, transfer or
exchange the Nominee Shares in accordance with the terms of such business
combination.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of the conflicts of laws thereof.
This
letter agreement shall bind and inure to the benefit of you and your heirs,
successors and assigns.
This
letter agreement may be executed in counterparts, each of which shall be deemed
an original, and all of which, taken together, shall constitute one and the same
instrument.
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Very
truly yours,
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By:
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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ACCEPTED
AND AGREED:
___________________________
[NOMINEE]
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