ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement dated 2 -- (the "Issuance
Agreement") by and between FaxSav Incorporated (the "Corporation") and 1 --
("Participant") evidencing the stock issuance on such date to Participant under
the terms of the Corporation's 1996 Stock Option/Stock Issuance Plan, and such
provisions shall be effective immediately. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to such terms in the Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CHANGE IN CONTROL
1. No accelerated vesting of the Purchased Shares shall occur upon a
Change in Control, and the Repurchase Right shall continue to remain in full
force and effect in accordance with the provisions of the Issuance Agreement.
The Participant shall, over Participant's continued period of Service after the
Change in Control, continue to vest in the Purchased Shares in accordance with
the provisions of the Issuance Agreement. However, immediately upon an
Involuntary Termination of Participant's Service within eighteen (18) months
following the Change in Control, the Repurchase Right shall terminate
automatically and all the Purchased Shares shall vest in full.
2. For purposes of this Addendum, a CHANGE IN CONTROL shall be
deemed to occur in the event of a change in ownership or control of the
Corporation effected through either of the following transactions:
(i) the direct or indirect acquisition by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding
securities pursuant to a tender or exchange offer made directly to the
Corporation's stockholders which the Board does not recommend such
stockholders to accept, or
(ii) a change in the composition of the Board over a period
of thirty-six (36) months or less such that a majority of the Board
members ceases by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B)
have been elected or nominated for election as Board members during
such period by at least a majority of the Board members described in
clause (A) who were still in office at the time such election or
nomination was approved by the Board.
IN WITNESS WHEREOF, FaxSav Incorporated has caused this Addendum to be
executed by its duly-authorized officer, and Participant has executed this
Addendum, all as of the Effective Date specified below.
FAXSAV INCORPORATED
By:
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Title:
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1--, PARTICIPANT
EFFECTIVE DATE: , 199
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