EXHIBIT (A)(8)
[FORM OF IRREVOCABLE STANDING ORDER TO SELL SHARES]
I, , have been granted shares of
restricted stock by Avici Systems Inc. ("Avici"), that are evidenced by a
restricted stock agreement between me and Avici (the "Agreement"), a copy of
which is attached. Provided that I remain employed by Avici or one of its
subsidiaries and do not have a change in service, the shares vest according to
the vesting schedule set forth on the restricted stock agreement attached
hereto.
Pursuant to the terms of the Agreement and as a condition of my receipt of
the Shares (as defined below), I understand that, if I do not make a timely
election under Section 83(b) of the Internal Revenue Code of 1986, as amended,
on each vesting date I will recognize taxable ordinary income on the entire
installment of shares of restricted stock vesting on that date (the "Shares")
and that a sufficient number of the Shares will be deposited into my account at
[broker] to be sold to fulfill my withholding tax obligations and applicable
broker commission. Therefore, I HEREBY DIRECT [BROKER] TO SELL, AT THE MARKET
PRICE AND ON EACH VESTING DATE SET FORTH IN THE RESTRICTED STOCK AGREEMENT
ATTACHED HERETO (OR THE FIRST BUSINESS DAY THEREAFTER IF A VESTING DATE SHOULD
FALL ON A DAY WHEN THE NASDAQ STOCK MARKET, OR OTHER EXCHANGE UPON WHICH
AVICI'S COMMON STOCK IS THEN TRADED, IS CLOSED), THE NUMBER OF SHARES THAT
AVICI INFORMS [BROKER] IS SUFFICIENT TO SATISFY THE APPLICABLE WITHHOLDING
TAXES AND BROKER COMMISSION, IF NECESSARY, WHICH SHALL BE CALCULATED BASED ON
THE LAST REPORTED SALE PRICE OF AVICI'S COMMON STOCK ON EACH VESTING DATE. I
understand that [broker] will remit the proceeds, net of broker commissions, to
Avici for payment of the withholding taxes due.
I understand that if I make a timely election under Section 83(b) of the
Internal Revenue Code to recognize taxable income with respect to this grant of
restricted stock and I provide Avici with (1) a copy of such election, (2)
proof of filing such election and (3) a cash payment in the amount Avici
anticipates is required to fulfill the tax withholding obligations with respect
to the restricted stock, Avici shall not enforce its rights under this
Irrevocable Standing Order to Sell Shares.
I hereby agree to indemnify and hold [broker] harmless from and against all
losses, liabilities, damages, claims and expenses, including reasonable
attorneys' fees and court costs, arising out of any (i) negligent act, omission
or willful misconduct by Avici in carrying out actions pursuant to the third
sentence of the second preceding paragraph and (ii) any action taken or omitted
by [broker] in good faith reliance upon instructions herein or upon
instructions or information transmitted to [broker] by Avici pursuant to the
third sentence of the second preceding paragraph.
I understand and agree that by signing below, I am making an Irrevocable
Standing Order to Sell Shares that will remain in effect until all of the
shares of restricted stock held by me have vested. I intend this Irrevocable
Standing Order to sell shares to be irrevocable, and will take such further
action and execute such other instruments as may be necessary to effectuate the
intent of this Irrevocable Standing Order to sell Shares. I also agree that
this Irrevocable Standing Order to Sell Shares is in addition to and subject to
the terms and conditions of any Account Agreement that I enter into with
[broker].
Signature: __________________________ Signature: __________________________
Dated: ___________________, 2001 (Additional Account Holder)
Print Name: _________________________ Dated: ___________________,2001
Street Address: _____________________ Print Name: _________________________
City, State & Zip: __________________ Street Address: _____________________
Tax ID/ Social Security No.: ________ City, State & Zip: __________________
Tax ID/ Social Security No.: ________
