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EXHIBIT 99.3
RESTRICTED STOCK AGREEMENT
BETWEEN
ALTIGA NETWORKS, INC.
(THE "COMPANY")
AND
___________________
(THE "HOLDER")
___________ __, 199__
1. The Company hereby sells to the Holder, pursuant to the Company's
1998 Omnibus Stock Plan (the "Plan"), and the Holder hereby purchases, an
aggregate of _________ shares (the "Shares") of the Company's Common Stock,
$.0001 par value, at a purchase price of $______ per share (the "Per Share
Purchase Price") (for aggregate consideration of $_________) on the terms and
conditions herein set forth and of the Plan, a copy of which is attached to this
Agreement and which is incorporated herein by reference.
2. (a) Of the Shares, ________ Shares, representing 25% of the
aggregate number of Shares purchased hereunder, shall vest and become "Vested
Shares" on the date one year from _________, 199__ (the "Initial Vesting Date")
and the balance shall vest and become "Vested Shares" in 1,095 daily
installments of _____ shares per day, from and including the date immediately
following the Initial Vesting Date to and including the 1,095th day following
the Initial Vesting Date. All Shares other than Vested Shares shall be "Unvested
Shares." In the event the Holder ceases to serve as an employee of the Company,
whether voluntarily or involuntarily, for any reason (including disability or
death), the Company may within 180 days after the date of such termination
exercise its repurchase option under this Section 2 to purchase all or any
portion of shares that were Unvested Shares on the date of such termination at a
per share price equal to the Per Share Purchase Price.
(b) In the event the Company exercises its repurchase option as
set forth herein, the Company shall give to the Holder a written notice
specifying the number of Unvested Shares it is electing to repurchase, the price
thereof, and the time for a closing hereunder, which closing shall be held at
the Company's principal office and shall occur no earlier than 10 days and no
later than 20 days after the date such notice is given. Upon the date of any
such notice from the Company, the interest of the Holder in the Unvested Shares
shall automatically terminate, except for the Holder's right to receive payment
from the Company for such Unvested Shares.
(c) If the Company exercises its repurchase option hereunder, the
Holder shall at the closing duly endorse for transfer the certificate(s)
representing the Unvested Shares to be sold to the Company, and the Company
shall deliver to the Holder the purchase price for such Unvested Shares.
(d) The Holder agrees to deliver and deposit with the Secretary
of the Company, or such other person as designated by the Company, as escrow
agent, a stock assignment duly endorsed (with date and number of shares blank)
with the certificate or certificates evidencing the
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Shares until the first to occur of (i) such shares becoming Vested Shares and
(ii) the Company's failure to exercise its repurchase option within the period
specified in this section 2.
(e) Notwithstanding the foregoing, immediately upon the
occurrence of a Change in Control (as defined below), 50% of all Unvested Shares
shall vest and become Vested Shares. For purposes hereof, a "Change of Control"
of the Company shall occur or be deemed to have occurred if (i) any person, as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), is or becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing 50% of the combined voting power of the
Company's then outstanding securities, (except that (i) shall not include the
transaction involving the purchase by investors of units of the Company's Series
A Preferred Stock and Common Stock) or (ii) the Directors or Shareholders of the
Company shall approve a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or other
transaction which would result in the voting securities of the Company
immediately prior to such transaction representing less than 50% of the combined
voting power of the securities entitled to vote generally in the election of
directors of the Company or such other entity outstanding immediately after such
transaction.
3. The Shares have not been registered under the Securities Act of 1933,
as amended (the "Act") on the securities laws of any state. The Shares may not
be offered for sale, sold, transferred, pledged or hypothecated in the absence
of an effective registration statement covering such Shares under the Act and
any applicable state securities laws, or an opinion of counsel satisfactory to
the Company that such registration is not required.
4. By his purchase of the Shares, the Holder agrees that such Holder is
subject in all respects to the foregoing terms and conditions and to the Plan.
This Agreement shall be binding on and inure to the benefit of the executor,
administrator, legatees, heirs, legal representatives and assigns of the Holder
and the successors and permitted assigns of the Company.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of the date first above written.
ALTIGA NETWORKS, INC.
By:
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HOLDER:
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Print Name:
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