ADVENTRX Pharmaceuticals, Inc. Subscription Agreement
Exhibit
10.4
ADVENTRX
Pharmaceuticals, Inc.
2005
Employee Stock Purchase Plan
Subscription
Agreement
New
Election ___
Change
of
Election ___
1. I,
__________________, hereby elect to participate in ADVENTRX Pharmaceuticals,
Inc.’s (the “Company”)
2005
Employee Stock Purchase Plan (the “Plan”)
for the
Offering Period __________ to ______________, and subscribe to purchase shares
of Common Stock of the Company (“Common
Stock”)
in
accordance with this Subscription Agreement and the Plan. Capitalized terms
used
but not defined in this Subscription Agreement shall have the meaning ascribed
to them in the Plan.
2. I
elect
to have Contributions in the amount of _____% of my Compensation applied
to this
purchase. I understand that this amount must not be less than 1% and not
more
than 10% of my Compensation during the Offering Period. (Please note that
no
fractional percentages are permitted).
3. I
hereby
authorize payroll deductions from each paycheck during the Offering Period
at
the rate stated in Item 2 of this Subscription Agreement. I understand that
all
payroll deductions made by me shall be credited to my account under the Plan
and
that I may not make any additional payments into such account. I understand
that
all payments made by me shall be accumulated, without interest or earnings,
for
the purchase of Shares at the applicable purchase price determined in accordance
with the Plan. I further understand that, except as otherwise set forth in
the
Plan, shares will be purchased for me automatically on the Offering Termination
Date of each Offering Period unless I otherwise withdraw from the Plan by
giving
written notice to the Company for such purpose in accordance with the
Plan.
4. I
understand that I may discontinue at any time prior to the Offering Termination
Date my participation in the Plan as provided in Section 10 of the Plan.
I
acknowledge that, unless I discontinue my participation in the Plan as provided
in Section 10 of the Plan, my election will continue to be effective for
each
successive Offering Period.
5. I
have
received a complete copy of the Plan. I understand that my participation
in the
Plan is in all respects subject to the terms of the Plan.
6. Xxxxxx
purchased for me under the Plan should be issued in the name(s) of (name
of
employee or employee and spouse only):
7. In
the
event of my death, I hereby designate the following as my beneficiary(ies)
to
receive all payments and shares due to me under the Plan:
| NAME: (Please print) | |
|
(First)
(Middle)
(Last)
|
|
| (Address) | |
| (Relationship) | |
8. I
understand that if I dispose of any shares received by me pursuant to the
Plan
within two years after the Offering Commencement Date (the first day of the
Offering Period during which I purchased such shares) or within one year
after
the Offering Termination Date, I will be treated for federal income tax purposes
as having received ordinary compensation income at the time of such disposition
in an amount equal to the excess of the fair market value of the shares on
the
Offering Termination Date over the price which I paid for the shares, regardless
of whether I disposed of the shares at a price less than their fair market
value
at the Offering Termination Date. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or
loss.
I
hereby
agree to notify the Company in writing within 30 days after the date of any
such
disposition, 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 the sale or early disposition of Common
Stock by me.
9. If
I
dispose of such shares at any time after expiration of the two-year and one-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received compensation 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
under the option, or (2) 15% of the fair market value of the shares on the
Offering Commencement Date. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or
loss.
I
understand that this tax summary is only a summary and is subject to change.
I
further understand that I should consult a tax advisor concerning certain
tax
implications of the purchase and sale of stock under the Plan.
-2-
10. 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.
| Signature:__________________________________________ | Date:_____________________________________ | |
| Social Security Number:________________________________ |
-3-
