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Exhibit 99.1
STOCK BONUS AGREEMENT
THIS AGREEMENT is made as of the ____ day of _______________, 199__, by
and between METRICOM, INC., a Delaware corporation (the "Company"), and
("Recipient").
WITNESSETH:
WHEREAS, the Company desires to issue, and Recipient desires to
receive, shares of the Company's common stock ("Common Stock"); and
WHEREAS, this issuance is intended as part of a broad-based
compensatory plan or arrangement of the Company to compensate current employees
for past services rendered.
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. The Company hereby awards to Recipient _________ shares of Common
Stock.
2. If any change is made in the Common Stock (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the class and number of shares of Common Stock will be appropriately
adjusted. Such adjustments shall be made by the Board of Directors of the
Company, and such determination shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company.")
3. Recipient agrees not to make any disposition of any of the shares of
Common Stock until: (a) at that time there is in effect a registration statement
under the Securities Act of 1933 (the "Act") covering the proposed disposition
and the disposition is made in accordance with the registration statement; or
(b) (i) Recipient has notified the Company of the proposed disposition and
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, and (ii) Recipient has given the Company an opinion of
counsel, satisfactory to the Company, to the effect that the disposition of
shares will not require registration under the Act.
4. This Agreement does not constitute an employment contract nor shall
be deemed to create in any way whatsoever any obligation on Recipient's part to
continue in the employ of the Company or any affiliate of the Company, or to
limit the ability of the Company or any affiliate of the Company to terminate
Recipient's employment with the Company or affiliate of the Company at any time,
for any reason or for no reason.
5. This Agreement shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
RECIPIENT: METRICOM, INC.
__________________________ By:_________________________________