EXHIBIT 99.4
FORM OF STOCK PURCHASE AGREEMENT
NETZERO, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the 1999 Employee Stock Purchase
Plan (the "ESPP") for the offering period specified below, and I hereby
subscribe to purchase shares of Common Stock of NetZero, Inc. (the
"Corporation") in accordance with the provisions of this Agreement and the ESPP.
I hereby authorize payroll deductions from each of my paychecks following my
entry into the ESPP in the 1% multiple of my cash compensation (not to exceed a
maximum of 15%) specified in my attached Enrollment Form.
The offering period is divided into a series of consecutive
purchase intervals. With the exception of the initial purchase interval which
will begin at the time of the initial public offering of the Common Stock and
end on April 28 2000, those purchase intervals will each be of six months
duration and will run from the first business day of May to the last business
day of October each year and from the first business day of November each year
to the last business day of April in the following year. My participation will
automatically remain in effect from one purchase interval to the next in
accordance with my payroll deduction authorization, unless I withdraw from the
ESPP or change the rate of my payroll deduction or unless my employment status
changes. I may reduce the rate of my payroll deductions on one occasion per
purchase interval, and I may increase my rate of payroll deductions to become
effective at the beginning of any subsequent purchase interval.
My payroll deductions will be accumulated for the purchase of
shares of Common Stock on the last business day of each purchase interval within
the offering period. The purchase price per share will be equal to 85% of the
lower of (i) the fair market value per share of Common Stock on my Entry Date
into the offering period or (ii) the fair market value per share on the purchase
date. I will also be subject to ESPP restrictions (i) limiting the maximum
number of shares which I may purchase per purchase interval, (ii) limiting the
maximum number of shares which may be purchased in total by all participants per
purchase interval and (iii) prohibiting me from purchasing more than $25,000
worth of Common Stock for each calendar year my purchase right remains
outstanding.
I may withdraw from the ESPP at any time prior to the last
business day of the purchase interval and elect either to have the Corporation
refund all my payroll deductions for that interval or to have such payroll
deductions applied to the purchase of Common Stock at the end of such interval.
However, I may not rejoin that particular offering period at a later date and
must wait until the start of a new offering to resume participation in the ESPP.
Upon the termination of my employment for any reason, including death or
disability, or my loss of eligible employee status, my participation in the ESPP
will immediately cease, and all my payroll deductions for the purchase interval
in which my employment terminates or my loss of eligibility occurs will
immediately be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase interval. If my
re-employment is guaranteed by either law or contract, or if I return to active
service within ninety (90) days, then upon my return my payroll deductions will
automatically resume at the rate in effect when my leave began.
The Corporation will issue a stock certificate for the shares
purchased on my behalf after the end of each purchase interval. The certificate
will be issued in street name and will be deposited directly in my
Corporation-designated brokerage account. I will notify the Corporation of any
disposition of shares purchased under the ESPP, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such disposition.
The Corporation has the right, exercisable in its sole discretion,
to amend or terminate all outstanding purchase rights under the ESPP at any
time, with such amendment or termination to become effective immediately
following the end of any purchase interval. However, such purchase rights may be
amended or terminated with an immediate effective date to the extent necessary
to avoid the Corporation's recognition of compensation expense for financial
reporting purposes, should the accounting principles applicable to the ESPP
change. Upon any such termination, I will cease to have any further rights to
purchase shares of common stock under this Agreement.
I have read this Agreement and hereby agree to be bound by the
terms of both this Agreement and the ESPP. The effectiveness of this Agreement
is dependent upon my eligibility to participate in the ESPP.
Date:
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Signature of Employee
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Printed Name:
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Offering Period: Initial Offering Period ending October 31, 2001
Entry Date:
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