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EXHIBIT 10.18
SKILLSOFT CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of September,
1999, between SkillSoft Corporation, a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxxx, Trustee of The Xxxxxxx Family Trust (the "Recipient").
RECITALS:
WHEREAS, the Company has adopted the 1998 Stock Incentive Plan
(the "Plan"), which Plan is hereby incorporated in this Agreement by reference
and made a part of it; and
WHEREAS, the Company regards Recipient as a valuable
contributor to the Company, and has determined that it would be in the interest
of the Company and its stockholders to sell the Stock (as defined below) to the
Recipient as a reward for past efforts and an incentive for continued service
with the Company and increased achievements in the future by Recipient;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties to this Agreement hereby agree as follows:
1. Restricted Stock Purchase. Contemporaneously with the execution of this
Agreement, the Company will issue to Recipient 60,000 shares of Common
Stock of the Company (the "Stock") for a consideration of $1.00 per
share ("Purchase Price"). Payment of the aggregate Purchase Price of
$60,000 for the Stock shall be made to the Company in cash. All shares
of Stock issued hereunder shall be deemed issued to Recipient as fully
paid and nonassessable shares, and Recipient shall have all rights of a
stockholder with respect thereto, including the right to vote, receive
dividends (including stock dividends), participate in stock splits or
other recapitalizations, and exchange such shares in a merger,
consolidation or other reorganization. The Company shall pay any
applicable stock transfer taxes.
2. Repurchase Option.
(a) Transfer Restrictions. Except as provided in Section
3(f), no Stock issued to the Recipient hereunder
shall be sold, transferred by gift, pledged,
hypothecated, or otherwise transferred or disposed of
by the Recipient in contravention of Section 2 or
Section 3 hereof other than by will or the laws of
descent and distribution (the "Permitted Transfers").
Except for Permitted Transfers, no Stock issued to
the Recipient hereunder shall be sold, transferred by
gift, pledged, hypothecated, or otherwise transferred
or disposed of by the Recipient prior to the date
when the Recipient shall become vested in such Stock
pursuant to Section 4 hereof, and such Stock
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shall constitute "Non-Vested Stock" until such date.
Any attempt to transfer Stock in violation of this
Section 2 or Section 3 shall be null and void and
shall be disregarded by the Company.
(b) Repurchase Option. Non-Vested Stock shall be subject
to a repurchase option in favor of the Company (the
"Repurchase Option"). The Repurchase Option shall be
subject to the following terms and conditions. In the
event of the voluntary or involuntary termination of
employment of Recipient with the Company for any
reason, with or without cause (including death or
disability), the Company shall, upon the date of such
termination, have an irrevocable, exclusive option
for a period of three months from such date to
repurchase any or all of the Non-Vested Stock from
Recipient or any person receiving the Non-Vested
Stock by operation of law or other involuntary
transfer, at the original Purchase Price for the
Non-Vested Stock.
(c) Exercise of Repurchase Option. The Repurchase Option
shall be exercised by written notice by the Company
to Recipient or his or her executor and, at the
Company's option, (i) by delivery to the Recipient or
his or her executor, with such notice, of a check in
the amount of the original Purchase Price for the
Non-Vested Stock being repurchased (the "Repurchase
Amount"), or (ii) in the event the Recipient is
indebted to the Company for all or a portion of the
Repurchase Amount, by cancellation by the Company of
an amount of such purchase money indebtedness equal
to the Repurchase Amount for the Stock being
repurchased, or (iii) by a combination of (i) and
(ii) so that the combined payment and cancellation of
indebtedness equals such Repurchase Amount. Upon
delivery by the Company of such notice and payment of
the Repurchase Amount in any of the ways described
above, the Company shall become the legal and
beneficial owner of the Non-Vested Stock being
repurchased and all rights and interest therein or
related thereto, and the Company shall have the right
to transfer to its own name the number of shares of
Stock being repurchased by the Company, without
further action by Recipient.
(d) Assignment of Repurchase Option. The Repurchase
Option may be assigned by the Company to any third
party.
(e) Escrow of Stock. For purposes of facilitating the
enforcement of the provisions of this Section 2,
Recipient agrees, immediately upon receipt of the
certificate(s) for the Stock, to deliver such
certificate(s), together with an Assignment Separate
from Certificate in the form attached hereto as
Exhibit A, executed in blank by Recipient and
Recipient's spouse (if required for transfer) with
respect to each such stock certificate, to the
Secretary or Assistant Secretary of the Company, or
their designee, to hold in escrow for so long as such
Stock remains subject to any Xxxxxxxxxx
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Option of the Company pursuant to this Section 2,
with the authority to take all such actions and to
effectuate all such transfers and/or releases as may
be necessary or appropriate to accomplish the
objectives of this Agreement in accordance with the
terms hereof. Stock may be held for an additional
period if subject to a Security Agreement as provided
in this Agreement. Recipient hereby acknowledges that
the appointment of the Secretary or Assistant
Secretary of the Company (or their designee) as the
escrow holder hereunder with the stated authorities
is a material inducement to the Company to make this
Agreement and that such appointment is coupled with
an interest and is accordingly irrevocable. Recipient
agrees that such escrow holder shall not be liable to
any party hereto (or to any other party) for any
actions or omissions unless such escrow holder is
grossly negligent relative thereto. The escrow holder
may rely upon any letter, notice or other document
executed by any signature purported to be genuine and
may resign at any time.
3. First Refusal Right.
(a) Grant of Right. The Company is hereby granted the
right of first refusal (the "First Refusal Right"),
exercisable in connection with any proposed sale or
other transfer of the Stock acquired by Recipient
hereunder. For purposes of this Section 3, the term
"transfer" shall include any assignment, pledge,
encumbrance or other disposition for value of the
Stock intended to be made by the Owner (defined
below), but shall not include any of the Permitted
Transfers under Section 3(f). For purposes of this
Section 3, the term "Owner" shall include the
Recipient or any subsequent holder of the Stock who
derives his or her chain of ownership through a
transfer permitted by Section 3(f).
(b) Notice of Intended Disposition. In the event the
Owner desires to accept a bona fide third-party offer
for any or all of the Stock (the shares subject to
such offer to be hereinafter called, solely for the
purposes of this Section 3, the "Target Shares"),
Owner shall promptly deliver to the Secretary of the
Company written notice (the "Disposition Notice") of
the offer and the basic terms and conditions thereof,
including the proposed purchase price.
(c) Exercise of Right. The Company (or its assignee)
shall, for a period of twenty (20) days following
receipt of the Disposition Notice, have the right to
repurchase any or all of the Target Shares specified
in the Disposition Notice upon substantially the same
terms and conditions specified therein. Such right
shall be exercisable by written notice (the "Exercise
Notice") delivered to Owner prior to the expiration
of the twenty (20) day exercise period. If the
Exercise Notice pertains to all the Target Shares
specified in the Disposition Notice, then the Company
(or
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its assignees) shall effect the repurchase of such
Target Shares, including payment of the purchase
price, not more than five (5) business days after
delivery of the Exercise Notice; and at such time
Owner shall deliver to the Company the certificates
representing the Target Shares to be repurchased,
each certificate to be properly endorsed for
transfer. The Target Shares so purchased shall
thereupon be canceled and cease to be issued and
outstanding shares of the Company's common stock.
However, should the purchase price specified in the
Disposition Notice be payable in property other than
cash or evidences of indebtedness, the Company (or
its assignees) shall have the right to pay the
purchase price in the form of cash equal in amount to
the value of such property. If the Owner and the
Company (or its assignees) cannot agree on such cash
value within ten (10) days after the Company's
receipt of the Disposition Notice, the valuation
shall be made by an appraiser of recognized standing
selected by the Owner and the Company (or its
assignees) or, if they cannot agree on an appraiser
within twenty (20) days after the Company's receipt
of the Disposition Notice, each shall select an
appraiser of recognized standing and the two
appraisers shall designate a third appraiser of
recognized standing, whose appraisal shall be
determinative of such value. The closing shall then
be held on the later of (i) the fifth business day
following delivery of the Exercise Notice or (ii) the
15th day after such cash valuation shall have been
made.
(d) Non-Exercise of Right. In the event the Exercise
Notice is not given to Owner within twenty (20) days
following the date of the Company's receipt of the
Disposition Notice, Owner shall have a period of
ninety (90) days thereafter in which to sell or
otherwise dispose of the Target Shares upon terms and
conditions (including the purchase price) no more
favorable to the third party purchaser than those
specified in the Disposition Notice. The third-party
purchaser shall acquire the Target Shares subject to
all the terms and provisions of this Agreement. All
transferees of the Target Shares shall be required as
a condition of such transfer to agree in writing (in
a form satisfactory to the Company) that such
transferee shall receive and hold the Target Shares
subject to the provisions of this Agreement. In the
event Owner does not sell or otherwise dispose of the
Target Shares within the specified ninety (90) day
period, the Company's First Refusal Right shall
continue to be applicable to any subsequent
disposition of the Target Shares by Owner until such
right lapses in accordance with Section 5.
(e) Partial Exercise of Right. In the event the Company
(or its assignees) makes a timely exercise of the
First Refusal Right with respect to a portion, but
not all, of the Target Shares specified in the
Disposition Notice, Owner shall have the option,
exercisable by written notice to the Company
delivered within ninety (90) days after the date of
the
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Disposition Notice, to effect the sale of the Target
Shares pursuant to one of the following alternatives:
(i) sale or other distribution of all the Target
Shares to a third-party purchaser in
compliance with the requirements of Section
3(d), as if the Company did not exercise the
First Refusal Right hereunder; or
(ii) sale to the Company (or its assignees) of
the portion of the Target Shares which the
Company (or its assignees) has elected to
purchase, such sale to be effected in
substantial conformity with the provisions
of Section 3(c).
Failure of Owner to deliver timely notification to the Company under this
Section 3(e) shall be deemed to be an election by Owner to sell the Target
Shares pursuant to alternative (ii) above.
(f) Exempt Transfers. The Company's First Refusal Right
under this Section 3 shall not apply to transfers of
the Stock by will or the laws of descent and
distribution; provided, however, that all of the
terms of this Agreement shall remain in effect as to
such transferred Stock. In addition, Recipient may
transfer all or a portion of the Stock to (i) a
revocable trust for the sole benefit of Recipient,
his or her spouse, or his or her lineal descendants,
or (ii) to his or her spouse, siblings, lineal
descendants thereof, parents, or his or her lineal
descendants subject to a nonrevocable voting trust of
a duration of 10 years without the written permission
of the Company, provided said Recipient is trustee
and prior written notice (together with a copy of the
trust agreement) is given the Company within thirty
(30) days thereafter. The trustee shall hold such
Stock subject to all the provisions hereof, and shall
make no further transfers other than as provided
herein. Upon the death, total disability, or
termination of employment of the transferor
Recipient, the successor trustee or any cotrustee
(and any subsequent transferee) shall be required to
sell, transfer or present said Stock for purchase as
provided herein, for the price and on the terms
hereafter set forth as if such successor trustee and
subsequent transferee were the transferor Recipient.
Transferee shall make no further transfers other than
as provided herein, and any attempted transfer in
violation of this Section 3 shall be null and void
and shall be disregarded by the Company. All
references herein to Stock shall be deemed to include
Stock owned by any such successor trustee or
subsequent transferee, except that payment for such
trustee and transferee Stock shall be made to the
trustee and transferee instead of to the original
Recipient or his or her estate.
4. Vesting. For purposes of this Agreement, the term "vest" shall mean
with respect to any share of the Stock that such share is no longer
Non-Vested Stock subject to repurchase at
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the original Purchase Price set forth in Section 2. If Recipient would
become vested in any fraction of a share of Stock on any date, such
fractional share shall not vest and shall remain Non-Vested Stock until
the Recipient becomes vested in the entire share. 37.5% of the Stock
subject to the Agreement shall vest on July 8, 1999, and continuing on
the monthly anniversary of such date, 1/48th of the Stock subject to
the Agreement shall vest.
5. Lapse. The Company's First Refusal Right under Section 3 above shall
lapse and cease to have effect upon the closing of the first
underwritten public offering of Common Stock of the Company that is
pursuant to a registration statement filed with, and declared effective
by, the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), covering the offer and sale of
any Common Stock to the public for the Company's account in a firmly
underwritten offering for at least $20,000,000.
6. Corporate Transactions.
(a) Definition. For purposes of this Section 6, a
"Corporate Transaction" shall include any of the
following stockholder-approved transactions to which
the Company is a party:
(i) a merger or consolidation in which the
Company is not the surviving entity, except
for (1) a transaction the principal purpose
of which is to change the state of the
Company's incorporation, or (2) a
transaction in which the Company's
stockholders immediately prior to such
merger or consolidation hold (by virtue of
securities received in exchange for their
shares in the Company) securities of the
surviving entity representing more than
fifty percent (50%) of the total voting
power of such surviving entity immediately
after such transaction;
(ii) the sale, transfer or other disposition of
all or substantially all of the assets of
the Company unless the Company's
stockholders immediately prior to such sale,
transfer or other disposition hold (by
virtue of securities received in exchange
for their shares in the Company) securities
of the purchaser or other transferee
representing more than fifty percent (50%)
of the total voting power of such entity
immediately after such transaction; or
(iii) any merger in which the Company is the
surviving entity but in which the Company's
stockholders immediately prior to such
merger do not hold (by virtue of their
shares in the Company) securities of the
surviving entity held immediately prior to
such transaction representing more than
fifty percent (50%) of the total voting
power of the surviving entity immediately
after such transaction.
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(b) Effect. In the event of any Corporate Transaction,
(i) the Company's Repurchase Option under Section 2
shall lapse and (ii) the Company's First Refusal
Right under Section 3 shall lapse.
7. Additional Securities. The term "Stock" also refers to all securities
received in replacement of the Stock, as a stock dividend or as a
result of any stock split, recapitalization, merger, reorganization,
exchange or the like, and all new or additional securities or other
properties to which Recipient is entitled by reason of Recipient's
ownership of the Stock (hereinafter called "Additional Securities").
Recipient shall be entitled to direct the Company to exercise any
warrant or option received as Additional Securities upon supplying the
funds necessary to do so, in which event the securities so purchased
shall constitute Additional Securities, but the Recipient may not
direct Company to sell any such warrant or option. If Additional
Securities consist of a convertible security, Recipient may exercise
any conversion right, and any securities so acquired shall be deemed
Additional Securities. All Stock shall be subject to the restrictions
contained in this Agreement.
8. Investment Representations.
(a) Investment Representations. This Agreement is made in
reliance upon the Recipient's representation to the
Company, which by its acceptance hereof the Recipient
hereby confirms, that the shares of Stock to be
received by the Recipient will be acquired for
investment for his or her own account and not with a
view to the sale or distribution of any part thereof
within the meaning of the Securities Act.
(b) Availability of Exemptions. The Recipient understands
that the Stock is not registered under the Securities
Act on the basis that the sale provided for in this
Agreement and the issuance of securities hereunder is
exempt from registration under the Securities Act
pursuant to Section 4(2) thereof, and that the
Company's reliance on such exemption is predicated on
the Recipient's representations set forth herein.
(c) Restrictions on Transfer. The Recipient understands
that the Stock may not be sold, transferred, or
otherwise disposed of without registration under the
Securities Act or an exemption therefrom, and that in
the absence of an effective registration statement
covering the Stock or an available exemption from
registration under the Securities Act, the Stock must
be held indefinitely. In particular, the Recipient is
aware that the Stock may not be sold pursuant to Rule
144 or Rule 701 promulgated under the Securities Act
unless all of the conditions of the applicable Rules
are met. Among the conditions for use of Rule 144 is
the availability of current information to the public
about the Company. Such information is not now
available, and the Company has no present plans to
make such information available. The Recipient
represents that, in the
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absence of an effective registration statement
covering the Stock, it will sell, transfer, or
otherwise dispose of the Stock only in a manner
consistent with its representations set forth herein
and then only in accordance with the provisions of
Section 8(d) hereof.
(d) Procedure for Transfer. The Recipient agrees that in
no event will it make a transfer or disposition of
any of the Stock (other than pursuant to an effective
registration statement under the Securities Act),
unless and until (i) the Recipient shall have
notified the Company of the proposed disposition and
shall have furnished the Company with a statement of
the circumstances surrounding the disposition, (ii)
such transfer is made in accordance with the
provisions of Section 2 and Section 3 above and (iii)
if requested by the Company, at the expense of the
Recipient or transferee, the Recipient shall have
furnished to the Company either (A) an opinion of
counsel, reasonably satisfactory to the Company, to
the effect that such transfer may be made without
registration under the Securities Act or (B) a "no
action" letter from the Securities and Exchange
Commission to the effect that the transfer of such
securities without registration will not result in a
recommendation by the staff of the Securities and
Exchange Commission that action be taken with respect
thereto. The Company will not require such a legal
opinion or "no action" letter in any transaction in
compliance with Rule 144.
9. Legends; Stop Transfer.
(a) Required Legends. All certificates for shares of the
Stock shall bear the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED."
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY
THE TERMS OF, AND ARE SUBJECT TO A RIGHT OF FIRST REFUSAL
OPTION AND A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY, AS
PROVIDED IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE
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COMPANY AND THE HOLDER HEREOF, OR ITS SUCCESSOR, A COPY OF
WHICH IS AVAILABLE FROM THE COMPANY."
(b) Additional Legends. The certificates for shares of
the Stock shall also bear any legend required by any
applicable state securities law.
10. Lock-Up Agreement.
(a) Agreement. Recipient, if requested by the Company and
the lead underwriter of any public offering of the
Common Stock or other securities of the Company (the
"Lead Underwriter"), hereby irrevocably agrees not to
sell, contract to sell, grant any option to purchase,
transfer the economic risk of ownership in, make any
short sale of, pledge or otherwise transfer or
dispose of any interest in any Common Stock or any
securities convertible into or exchangeable or
exercisable for or any other rights to purchase or
acquire Common Stock (except Common Stock included in
such public offering or acquired on the public market
after such offering) during the 180-day period
following the effective date of a registration
statement of the Company filed under the Securities
Act, or such shorter period of time as the Lead
Underwriter shall specify. Recipient further agrees
to sign such documents as may be requested by the
Lead Underwriter to effect the foregoing and agrees
that the Company may impose stop-transfer
instructions with respect to such Common Stock
subject until the end of such period. The Company and
Recipient acknowledge that each Lead Underwriter of a
public offering of the Company's stock, during the
period of such offering and for the 180-day period
thereafter, is an intended beneficiary of this
Section 10.
(b) Permitted Transfers. Notwithstanding the foregoing,
Section 10(a) shall not prohibit Recipient from
transferring any shares of Common Stock or securities
convertible into or exchangeable or exercisable for
the Company's Common Stock to the extent such
transfer is not otherwise prohibited by this
Agreement, either during Recipient's lifetime or on
death by will or intestacy to Recipient's immediate
family or to a trust the beneficiaries of which are
exclusively Recipient and/or a member or members of
Recipient's immediate family; provided, however, that
prior to any such transfer, each transferee shall
execute an agreement pursuant to which each
transferee shall agree to receive and hold such
securities subject to the provisions of Section 10
hereof. For the purposes of this paragraph, the term
"immediate family" shall mean spouse, lineal
descendant, father, mother, brother or sister of the
transferor.
(c) No Amendment Without Consent of Underwriter. During
the period from identification as a Lead Underwriter
in connection with any public offering of the
Company's Common Stock until the earlier of (i) the
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expiration of the lock-up period specified in Section
10(a) in connection with such offering or (ii) the
abandonment of such offering by the Company and the
Lead Underwriter, the provisions of the Section 10
may not be amended or waived except with the consent
of the Lead Underwriter.
11. NO EMPLOYMENT RIGHTS. THIS AGREEMENT SHALL NOT CONFER UPON RECIPIENT
ANY RIGHT WITH RESPECT TO CONTINUATION OF HIS OR HER EMPLOYMENT WITH
THE COMPANY OR ITS AFFILIATES, NOR SHALL IT INTERFERE IN ANY WAY WITH
THE RIGHT OF RECIPIENT OR THE COMPANY, OR ANY OF ITS AFFILIATES, TO
TERMINATE RECIPIENT'S EMPLOYMENT WITH THE COMPANY AT ANY TIME FOR ANY
REASON WITH OR WITHOUT CAUSE OR CHANGE THE TERMS OF EMPLOYMENT OF
RECIPIENT.
12. Section 83(b) Election. Recipient hereby represents that he or she
understands (a) the contents and requirements of a timely election made
pursuant to Section 83(b) of the Internal Revenue Code or similar
provision of state law (collectively, an "83(b) Election"), (b) the
application of Section 83(b) to the purchase of Stock by Recipient
pursuant to this Agreement, (c) the nature of the election to be made
by Recipient under Section 83(b) and (d) the effect and requirements of
the 83(b) Election under relevant state and local tax laws. Recipient
further represents that he or she intends to file an election pursuant
to Section 83(b), the form of which Election is attached hereto as
Exhibit B, with the Internal Revenue Service within thirty (30) days
following purchase of the Stock hereunder, and a copy of such election
with his or her federal tax return for the calendar year in which the
date of this Agreement falls. Recipient covenants to inform the Company
of any change in Recipient's state of residency. Recipient shall
provide the Company with a copy of any timely 83(b) Election. If
Recipient makes a timely 83(b) Election, Recipient shall immediately
pay Company the amount necessary to satisfy any applicable federal,
state, and local income and employment tax withholding requirements. If
Recipient does not make a timely 83(b) Election, Recipient shall,
either at the time that the restrictions lapse under this Agreement or
at the time withholding is otherwise required by any applicable law,
pay the Company the amount necessary to satisfy any applicable federal,
state, and local income and employment tax withholding requirements.
13. Withholding. Recipient agrees to withholding of shares from exercise
for satisfaction of any applicable federal, state or local income tax
or employment tax withholding requirements.
14. Distributions. The Company shall disburse to Recipient all dividends,
interest and other distributions paid or made in cash or property
(other than Additional Securities) with respect to Stock and Additional
Securities, less any applicable federal or state withholding taxes.
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15. Successors. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
16. Notice. Any notice or other paper required to be given or sent pursuant
to the terms of this Agreement shall be sufficiently given or served
hereunder to any party when transmitted by express or certified mail,
postage prepaid, addressed to the party to be served as follows:
Company: SkillSoft Corporation
00 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Attn: Secretary
Recipient: At Recipient's address as it appears under
Recipient's signature to this Agreement, or
to such other address as Recipient may
specify in writing to the Company
Any party may designate another address for receipt of notices so long as notice
is given in accordance with this Section.
17. Spousal Consent. Recipient shall cause his or her spouse to execute the
Consent of Spouse attached hereto as Exhibit C concurrently with the
execution of this Agreement or, if later, at the time Recipient becomes
married.
18. Delaware Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Restricted Stock Purchase Agreement as of the date first above written.
SKILLSOFT CORPORATION
a Delaware corporation
By /s/ Xxxxxxx X. Xxxxx
Its President and CEO
Recipient:
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Trustee of The Xxxxxxx
Family Trust
Address:
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
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EXHIBIT A
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _____________ hereby sells, assigns and
transfers unto SkillSoft Corporation, a Delaware corporation (the "Company"),
_________ (____________________) shares of the Common Stock of the Company,
standing in his or her name on the books of SkillSoft Corporation, represented
by Certificate No. __ herewith, and does hereby irrevocably constitute and
appoint ________________ attorney to transfer the said stock in the books of
SkillSoft Corporation with full power of substitution.
DATED: ________________
_____________________________________________
(Signature)
_____________________________________________
(Printed Name)
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EXHIBIT B
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to the
Internal Revenue Code, to include in gross income for 1998 the amount of any
compensation taxable in connection with the taxpayer's receipt of the property
described below;
1. The name, address, taxpayer identification number and
taxable year of the undersigned are:
TAXPAYER'S NAME:
SPOUSE'S NAME:
TAXPAYER'S SOCIAL SECURITY NO.:
SPOUSE'S SOCIAL SECURITY NO.:
TAXABLE YEAR: Calendar Year 1999
ADDRESS:
2. The property which is the subject of this election is:
________________ shares of Common Stock of SkillSoft Corporation, a Delaware
corporation.
3. The property was transferred to the undersigned on
______________.
4. The property is subject to the following restriction: Right
of repurchase by SkillSoft Corporation.
5. The fair market value of the property at the time of
transfer (determined without regard to any restriction other than a restriction
which by its terms will never lapse) is:
$______ per share x ______________ shares = $__________.
6. The undersigned paid $1.00 per share x ______________
shares for the property transferred or a total of $_________.
The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned's
receipt of the above-described property. The undersigned taxpayer is the person
performing the services in connection with the transfer of said property.
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The undersigned will file this election with the Internal
Revenue Service office in which he or she files his or her annual income tax
return not later than 30 days after the date of transfer of the property. A copy
of the election also will be furnished to the person for whom the services were
performed. Additionally, the undersigned will include a copy of the election
with his or her income tax return for the taxable year in which property is
transferred. The undersigned understands that this election will also be
effective as an election under New Hampshire law.
Dated: ____________________________ ______________________________
Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated: ____________________________ ______________________________
Spouse of Taxpayer
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EXHIBIT C
CONSENT OF SPOUSE
I, Xxxxxxx X. Xxxxxxx, spouse of Xxxxxxx X. Xxxxxxx, have read
and approved the foregoing Agreement. In consideration of the right of my spouse
to purchase shares of SkillSoft Corporation, as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact in respect to the exercise of
any rights of the Agreement insofar as I may have any rights under such
community property laws of the State of New Hampshire or similar laws relating
to marital property in effect in the state of our residence as of the date of
the signing of the foregoing Agreement.
Dated: _________________________________________ By: /s/ Xxxxxxx X. Xxxxxxx
[Signature]
Xxxxxxx X. Xxxxxxx
[printed name]
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