1
Exhibit 99.2
1996 CREDIT MANAGEMENT SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
______ Original Application Enrollment Date:________
______ Change in Payroll Deduction Rate
______ Change of Beneficiary(ies)
1. _______________________ hereby elects to Participate in the 1996 Credit
Management Solutions, Inc. Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription and the
Employee Stock Purchase Plan.
2. I hereby authorize deductions from each paycheck in the amount of
_____% of my Compensation on each payment (not to exceed fifteen 15%)
during the purchase periods in accordance with the Employee Stock
Purchase Plan. (Please note that no fractional percentages are
permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of the Company's Common Stock at the applicable
Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not terminate my participation
during a purchase period, any accumulated Payroll deductions will be
used to automatically exercise my option to purchase shares.
4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is
in all respects subject to the terms of the Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan should
be issued in the name(s) of:
-------------------------------------------------
-------------------------------------------------
6. I understand that if I dispose of any shares received by me pursuant to
this Plan within 2 years after the Enrollment Date (the first day of
the purchase period during which I purchased such shares) or within 1
year after the Exercise Date (the date I purchased such shares), I will
be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an
2
amount equal to the excess of the fair market value of the shares at
the time such shares were delivered to me over the price which I paid
for the shares. 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 sale or early
disposition of Common Stock by me. If I dispose of such shares at any
time after the expiration of the 2-year and 1-year holding periods
described above, I understand that I will be treated for federal income
tax purposes as having received income only at the time of such
disposition, and that such income will be taxed as ordinary 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, or (2) 15% of the fair
market value of the shares on the first day of the Purchase Period. The
remainder of the gain, if any, recognized on such disposition will be
taxed as capital gain. I also understand that the foregoing income tax
consequences are based on current federal income tax law and that the
Company is not responsible for advising me of any changes in the
applicable tax rules.
7. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Subscription Agreement is dependent
upon my eligibility to participate in the Employee Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Employee Stock Purchase Plan.
NAME: (Please print) ______________________________________________________
(First) (Middle) (Last)
Relationship ______________________________________________________
______________________________________________________
(Address)
Relationship ______________________________________________________
______________________________________________________
(Address)
Employee's Social
Security Number: ______________________________________________________
3
Employee's Address: ______________________________________________________
______________________________________________________
______________________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE PURCHASE PERIODS UNLESS TERMINATED BY ME.
Dated:_______________ _____________________________________________________
Signature of Employee
Dated:_______________ _____________________________________________________
Signature of spouse if beneficiary is
other than spouse
