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Exhibit 10.17
SKILLSOFT CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 30th day of August,
1999, between SkillSoft Corporation, a Delaware corporation (the "Company"), and
Xxxxx Xxxxxxxx (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/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx
Address:
000 Xxxxxxxx Xxxxx
Xxxxxxxx, 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, _____________________, spouse of _________________, 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:____________________________________
[Signature]
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