EXHIBIT 4.2
1996 SUBSCRIPTION AGREEMENT
Pursuant to the
INTERSTATE/XXXXXXX XXXX, INC.
RESTATED STOCK AWARD PLAN
This Subscription Agreement ("Agreement") is entered into as of the
20th day of December, 1996, between Interstate/Xxxxxxx Lane, Inc., a Delaware
corporation (which, together with its subsidiaries, is referred to herein as the
"Company"), and _______________________(the "Employee").
WHEREAS, the Company and its stockholders previously have approved the
Interstate/Xxxxxxx Xxxx, Inc. Restated Stock Award Plan (the "Plan"), pursuant
to which the Company may, from time to time, make awards of Common Stock (as
hereinafter defined) to and enter into stock purchase agreements with certain of
its eligible employees as defined in the Plan;
WHEREAS, the Plan has been amended and restated, effective October 21,
1996;
WHEREAS, pursuant to the Plan, the Company has determined to allow the
Employee to subscribe to and purchase a certain number of shares of Common Stock
subject to the restrictions and provisions of this Subscription Agreement and
the Election Form;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:
1. Definitions.
For purposes of this Agreement, the following terms shall have
the meanings indicated:
(a) "Act" shall have the meaning indicated in Section 10
hereof.
(b) "Board" shall mean the Board of Directors of
Interstate/Xxxxxxx Lane, Inc.
(c) "Change in Control" shall mean the occurrence of any of
the following: (i) any person, within the meaning of Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the "1934 Act"), shall become the
beneficial owner, within the meaning of Rule 13d-3 under the 1934 Act, of shares
of stock of Interstate/Xxxxxxx Xxxx, Inc. having 25% or more of the total number
of votes that may be cast for election of members of the Board, unless the
transaction(s) by which such 25% or more was acquired was approved or ratified
by a vote of at least two-thirds of the members of the Board of
Interstate/Xxxxxxx Lane, Inc.; or (ii) for any period of twelve consecutive
calendar months beginning after the date of award, a majority of the Board shall
fail to consist of individuals who were directors on the first day of such
period
and/or individuals whose election as directors was approved or recommended by a
majority of the members of the Board in office at the time of their election.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor revenue laws of the United States.
(e) "Committee" shall mean any committee of directors of
the Company designated by the Board to administer the Plan.
(f) "Common Stock" shall mean the common stock of
Interstate/Xxxxxxx Xxxx, Inc., par value $.20 per share.
(g) "Company" shall mean Interstate/Xxxxxxx Lane, Inc.
and any of its Subsidiaries.
(h) "Deferral Account" shall mean an unfunded memorandum
deferral account established in the Company's records for the Employee for the
purpose of recording the Employee's monthly after-tax payroll withholdings under
Section 5(a) or pre-tax deferrals of
compensation under Section 5(b).
(i) "Disability" shall mean the inability or failure of the
Employee to perform those duties traditionally assigned to and performed by such
Employee for the Company because of the Employee's then existing physical or
mental condition, impairment or incapacity. The fact of Disability shall be
determined by the Committee, which may consider such evidence as they consider
desirable under the circumstances, the determination of which shall be final and
binding upon all parties.
(j) "Election Form" shall mean the provisions of Section
15 hereof.
(k) "Employee" shall mean the individual executing this
Agreement.
(l) "Plan" shall mean the Interstate/Xxxxxxx Xxxx, Inc.
Restated Stock Award Plan as amended and restated as of October 21, 1996 and any
subsequent amendments thereto.
(m) "Restricted Stock" shall mean Common Stock awarded by the
Committee to the Employee under Article VI of the Plan and pursuant to Sections
5 and 6 of this Agreement.
(n) "Restricted Period" shall mean the period beginning on the
date Restricted Stock is awarded to the Employee hereunder and ending on the
first anniversary date of such date; provided, that in no event shall the
Restricted Period end with respect to the Restricted Stock until the payment by
the Employee to the Company of the amount of any federal, state or local income
withholding or other employment tax required with respect thereto pursuant to
Section 9 below. The Committee, in its sole discretion, may alter the one-year
Restricted Period for a previously granted award (provided that the Committee
may not extend the Restricted
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Period for a previously granted award without the prior written consent of the
Employee affected thereby), and may provide for the lapse of such restrictions
in installments and accelerate or waive such restrictions in whole or in part
based on such factors and such circumstances as the Committee may determine, in
its sole discretion, pursuant to a written agreement with or written
notification to the Employee.
(o) "Retirement from the Industry" or "Retired from the
Industry" shall mean, with respect to the Employee, the permanent retirement of
the Employee from all aspects of the securities industry, as determined by the
Committee. The Employee shall not be eligible to be considered to have Retired
from the Industry unless he or she has given advance written notification to the
Committee prior to his or her termination of employment, furnished the Committee
with such verification as the Committee may request, and executed such
confirmations and documentation that he or she has Retired from the Industry as
the Committee may request (including, without limitation, affidavits, a
confidentiality agreement and covenant not to compete, and permission for the
Committee to investigate further). In all events where the Employee wishes to be
considered Retired from the Industry, issuance of Common Stock under this
Subscription Agreement shall be delayed for a minimum of one year during which
time the Employee's actions must be consistent with an intent to remain
permanently retired from all aspects of the securities industry.
(p) "Subscription Agreement" or "Agreement" shall mean this
Agreement between the Company and the Employee in which the Employee subscribes
for and agrees to purchase Common Stock pursuant to the Plan. This Agreement
shall constitute a Restricted Stock Agreement or Unrestricted Stock Agreement
(as applicable pursuant to Section 5) for purposes
of the Plan.
(q) "Subscription Stock Price" shall mean the greater of (i)
the average of the closing prices of Common Stock on the New York Stock Exchange
on each trading day during the period beginning November 18, 1996 and ending
November 29, 1996, and (ii) $11.00.
(r) "Subsidiary" shall mean any subsidiary corporation of
Interstate/Xxxxxxx Lane, Inc. as defined in Sections 424(f) and 424(g) of the
Code.
(s) "Termination" shall mean the cessation of the employment
relationship between the Company and the Employee for any reason. A leave of
absence granted in accordance with the Company's usual procedures, which does
not operate to interrupt continuous employment for other benefits granted by the
Company shall not be considered a termination of employment under this
Agreement. A period of related employment ("Related Employment") during which
the Employee is employed by an employer which is not the Company shall not be
considered a termination of employment under this Agreement, provided that (i)
such employment is undertaken by the Employee at the request of the Company,
(ii) immediately prior to undertaking such employment, the Employee was an
officer or employee of the Company or was engaged in Related Employment, and
(iii) such employment is recognized by the Committee, in its sole discretion, as
Related Employment for purposes of this Agreement. The death or
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Disability of the Employee during a period of Related Employment shall be
treated, for purposes of this Agreement, as if the death or onset of Disability
had occurred while the Employee was an officer or employee of the Company.
3. Subscription Amount and Price. The Employee subscribes for and
agrees to purchase, over an approximately five year period, that number of
shares of Common Stock set forth on the Election Form incorporated herein, for
which he shall pay the Subscription Stock Price per share.
4. Purchase Terms. The Employee agrees to pay the total subscription
amount in part through five consecutive annual payments which shall be
accumulated through either (i) monthly after-tax payroll withholdings or (ii)
monthly pre-tax deferrals of compensation (as described below in Sections 5(a)
and 5(b) and as elected by the Employee on the Election Form), such monthly
withholdings to begin on or as soon as administratively practicable following
January 1, 1997. The amount of such monthly withholdings or deferrals shall be
determined by the Company based upon a ten year amortization of the total
purchase price determined in accordance with Section 3. The difference between
the total subscription amount and the total of the five consecutive annual
payments shall be paid by the Employee in lump sum (and not through payroll
deduction) on January 15, 2002. Unless otherwise determined by the Committee,
the Employee shall not be permitted to prepay any amounts owed pursuant to this
Agreement nor shall he be permitted to accelerate or alter the payment terms
specified herein.
5. Deferral Account and Type of Stock. All amounts which have been
withheld from pay or deferred by the Employee pursuant to either Section 5(a) or
Section 5(b) as specifically elected by the Employee on the Election Form, less
amounts applied toward the purchase of Common Stock, shall be reflected in the
Employee's Deferral Account and shall not be credited with interest or earnings.
This Deferral Account shall be an unfunded memorandum account maintained for the
purpose of determining, subject to the maximum number of shares which may be
awarded pursuant to this Agreement, the number of shares of Common Stock that
the Employee shall be entitled to receive hereunder. If the Employee elects
Section 5(a), the shares of Common Stock that are issued annually over the five
year period of this Agreement to the Employee shall be unrestricted. If the
Employee elects Section 5(b), the shares of Common Stock that are issued
annually over the five year period of this Agreement to the Employee shall be
shares of Restricted Stock. Regardless of whether the Employee elects Section
5(a) or 5(b), the Common Stock issued following the final lump sum payment owed
pursuant to this Agreement shall be unrestricted.
(a) After-Tax Purchase Program. If so elected by the Employee
on the Election Form, the Employee hereby agrees to make monthly installment
payments to be applied toward the subscription amount through withholdings from
his or her after-tax total base compensation (which consists of fixed
semi-monthly or monthly pay and/or commission) for the approximately five year
term of this Agreement in the amount determined pursuant to Section 4 above. To
be effective, this Agreement (including the Election Form contained in this
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Agreement) must be executed by the Employee and received by the Committee or its
designee prior to the date on which such monthly payments are to commence.
(b) Deferred Compensation Program. If so elected by the
Employee on the Election Form, the Employee hereby agrees to make monthly
deferrals of his pre-tax total base compensation (which consists of fixed
semi-monthly or monthly pay and/or commission) for the approximately five year
term of this Agreement in the amount determined pursuant to Section 4 above. To
be effective, this Agreement (including the Election Form contained in this
Agreement) must be executed by the Employee and received by the Committee or its
designee prior to the date on which such deferrals are to commence. The total
amount of such deferrals shall reduce all amounts otherwise payable to the
Employee during the relevant period.
6. Issuance of Common Stock. Subject to the limitations of the terms
and conditions of the Plan and this Agreement, the Company shall award to the
Employee as of January 15, 1998 and as of each January 15 thereafter through
January 15, 2002 that number of shares of Common Stock (which shall consist of
Restricted Stock, if applicable pursuant to Section 5)
determined as follows:
Number of Shares Balance in Deferral Account as of January 15
--------------------------------------------
Awarded as of each January 15 = Subscription Stock Price
The Company shall award to the Employee on January 31, 2002 the
remaining and unissued shares of Common Stock subscribed for purchase by the
Employee following the Employee's payment of the lump sum amount determined
pursuant to Section 4 which is due on January 15, 2002.
Subject to Section 7(c) below, at the time that the Employee's Deferral
Account is applied to purchase Common Stock under this Agreement, the Company
may issue in the name of each Employee who is awarded Common Stock a stock
certificate evidencing the shares of Common Stock. A computerized "book entry"
shall be made in the records of the Company to evidence an award of shares of
Common Stock to an Employee where no certificate is issued in the name of the
Employee. Such Company records, absent manifest error, shall be binding on
participating Employees. Each certificate registered in the name of an Employee
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such awards as set forth in Section 7 below. All
Common Stock, whether evidenced by book entry or by certificate, shall be
subject to this Agreement.
7. Special Provisions Applicable to Restricted Stock.
(a) No Transfer. The Employee shall not sell, transfer,
assign, convey, pledge, encumber or in any manner dispose of the Restricted
Stock either voluntarily or involuntarily during the Restricted Period.
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(b) Legend. Any stock certificate evidencing Restricted
Stock shall contain the a restrictive legend such as the following:
The transfer or encumbrance of the shares of stock represented
by this certificate is restricted under the terms of a
Subscription Agreement dated __________________, pursuant to
the Interstate/Xxxxxxx Xxxx, Inc. Restated Stock Award Plan,
as Amended and Restated as of October 21, 1996, copies of
which Subscription Agreement and Plan are on file at the
principal office of the Company.
(c) No Delivery of Certificate. Any such stock certificates
representing awarded Restricted Stock shall be held by the Company, and the
Employee shall not be entitled to delivery thereof until the expiration of the
Restricted Period. As a condition of any award of Restricted Stock, the Employee
shall have delivered to the Company a stock power, endorsed in blank, relating
to the shares covered by such award.
(d) Transfer After Lapse of Restrictions Subject to Applicable
Law. After the lapse of the restrictions under this Agreement and receipt of the
Restricted Stock, the Employee may transfer his or her Restricted Stock, subject
to any applicable federal or state laws that restrict such transfer, including a
sale of such Restricted Stock to the Company.
(e) Rights as Shareholder. Notwithstanding the transfer
restrictions and forfeiture provisions herein applicable to the Restricted Stock
during the Restricted Period, upon the award of Restricted Stock the Employee
shall have the entire beneficial ownership of the Restricted Stock and, subject
to the Plan and this Subscription Agreement, shall be entitled to exercise the
rights and privileges of a shareholder with respect to the Restricted Stock,
including the right to receive dividends and the right to vote such Restricted
Stock.
8. Effects of Termination or Change in Control. The occurrence
of the following events prior to the fulfillment of the Employee's obligations
under this Agreement shall result in the following actions being taken:
(a) Termination of Employment. Upon the Termination of the
Employee for any reason, the Employee shall be required to fulfill his
obligations under this Agreement by making monthly after-tax cash payments to
the Company in accordance with the terms and conditions of this Agreement. If
the Employee has been issued Restricted Stock pursuant to this Agreement, the
Employee shall forfeit all rights to ALL Restricted Stock then issued and
outstanding to the Employee hereunder with respect to which the Restricted
Period has not expired, unless the Employee's Termination was due to the
Employee's death, Disability or Retirement from the Industry. Notwithstanding
the foregoing, the Company may in its sole discretion forfeit all of the
terminated Employee's rights to purchase any additional Common Stock under this
Agreement and return the Employee's withholdings or deferrals made to date
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under this Agreement and not yet used to purchase Common Stock, paid in cash
less applicable income and payroll taxes, without interest or earnings.
(b) Change in Control. Upon a Change in Control or upon
dissolution or liquidation of the Company (regardless of whether the Employee is
terminated as a result of such event), subject to the payment of applicable
withholding taxes, (i) the restrictions with respect to Restricted Stock then
issued and outstanding to the Employee hereunder shall lapse and the Employee
(or his personal representative) shall be entitled to the Restricted Stock free
of the transfer restrictions hereunder, and (ii) the Employee (or his personal
representative) shall be entitled to the cash withholdings or deferrals, made to
date under this Agreement and not yet used to purchase Common Stock, paid as if
he had terminated employment on the business day immediately preceding the date
of the Change of Control in accordance with the termination of employment
provisions of paragraph (a).
9. Payment of Withholding Taxes. With respect to Restricted Stock,
within 10 days prior to (i) the date on which the forfeiture restrictions set
forth in Section 7 above shall lapse with respect to the Restricted Stock or
(ii) the date on which the Employee makes an election under Section 83(b) of the
Code, or (iii) as soon as reasonably possible following death, and in each case
as a condition to the expiration of the Restricted Period and to delivery of
certificates for Restricted Stock issued pursuant to this Agreement, the
Employee shall pay to the Company the amount of any federal, state or local
income tax withholding or other employment tax with respect to the Restricted
Stock for which the forfeiture restriction set forth in Section 7 shall lapse.
With respect to Common Stock that is not Restricted Stock, within 10 days prior
to issuance of such Common Stock to the Employee pursuant to this Agreement, the
Employee shall pay to the Company the amount of any federal, state or local
income tax withholding or other employment tax with respect to such Common
Stock. In the case of an Employee who has elected to make pre-tax compensation
deferrals pursuant to Section 5(b) above, if any amounts in the Employee's
Deferral Account are returned to the Employee pursuant to Section 8(a), the
Company shall have the right to deduct from any payments made under the Plan any
federal, state, local or other taxes required by law to be withheld with respect
to such payments. The determination of the amount of any federal, state or local
income tax withholding or other employment tax due in such event shall be made
by the Company and shall be binding on the Employee. If the amount requested is
not paid, the Company may refuse to deliver share certificates and if
applicable, the Restricted Period shall not lapse. Payment to the Company by the
Employee of any required amount of withholding for tax purposes shall be made in
United States dollars by cash or check payable to the order of the Company or,
unless the Committee in its sole discretion shall determine otherwise and unless
such amounts become due as a result of an Employee's election under Section
83(b) of the Code, in whole or in part by an election by the Employee, in
accordance with rules adopted by the Committee from time to time, to have the
Company withhold shares otherwise issuable pursuant to the Plan having a fair
market value equal to such tax liability. Any required payment of withholding
taxes to the Company by the Employee shall be made by the Employee prior to
payment by the Company to the Employee of cash withholdings or deferrals or
Common Stock pursuant to this Agreement.
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10. No Registration Rights.
(a) Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issuance of Common
Stock under this Agreement, any law, regulation or requirements of any
government or authority having jurisdiction in the premises shall require either
the Company or the Employee to take any action in connection with the shares
then to be issued, the issuance of such shares shall be deferred until such
action shall have been taken. Nothing in this Agreement shall be construed to
obligate the Company at any time (including during or after the Restricted
Period, if applicable) to file or maintain the effectiveness of a registration
statement under the Securities Act of 1933 (the "Act") or under the securities
laws of any jurisdiction, or to take or cause to be taken any action which may
be necessary in order to provide an exemption from the registration requirements
of the Act under Rule 144 or any other exemption with respect to the Common
Stock or otherwise for resale or distribution by the Employee (or by the
executor or administrator of such Employee's estate or a person who acquired
such Common Stock or other rights by bequest or inheritance or by reason of the
death of such Employee) as a result of the receipt of Common Stock hereunder.
(b) The Employee hereby represents to the Company that he is
acquiring the Common Stock pursuant to this Agreement for investment for his own
account and not with a view to the resale or distribution of any part thereof,
as such terms are defined in the rules and regulations of the Securities and
Exchange Commission promulgated under the Act, and hereby agrees that none of
such Common Stock will be sold, transferred or otherwise disposed of unless: (i)
a registration statement under the Act shall at the time of disposition be
effective with respect to the Common Stock sold, transferred, or otherwise
disposed of; (ii) the Company shall have received an opinion of counsel or other
information and representations satisfactory to it to the effect that
registration under the Act is not required, by reason of the application of Rule
144 or otherwise, for such sale, transfer or other disposition; or (iii) a
"no-action" letter shall have been received from the staff of the Securities and
Exchange Commission to the effect that such sale, transfer, or other disposition
may be made without registration. In the discretion of the Committee, the person
receiving stock certificates shall be required at the time of such receipt to
reaffirm the foregoing representation to the Company.
11. General Assets. The Company's obligations under this Agreement are
purely contractual, and the parties do not intend that the amount payable
hereunder be held by the Company in trust for the Employee or a beneficiary or
as a segregated fund. Title to any assets which the Company may earmark or
credit to any particular deferral account for purposes of designating or setting
aside amounts to satisfy its obligations under this Agreement shall at all times
remain in the Company and be subject to the Company's creditors. The Employee or
his beneficiary shall not have any property interest whatsoever in any asset or
amount attributable to the Deferral Account, and nothing contained in this
Agreement (or action taken pursuant to this Agreement) shall create or be
construed to create a trust of any kind or a fiduciary relationship between the
Company and Employee, his beneficiary or any other person. Nothing in this
Section 11, however, shall prevent or impede the Employee from enforcing his
contractual rights under this Agreement as a general unsecured creditor of the
Company.
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12. Resolution of Disputes. Any dispute or disagreement that arises
under, or as a result of, or pursuant to, this Agreement shall be determined by
the Committee in its absolute and uncontrolled discretion, and any such
determination or other determination by the Committee under or pursuant to this
Agreement and any interpretation by the Committee of the terms of this Agreement
shall be final, binding and conclusive on all parties affected thereby;
provided, however, that the Board shall have the right, in its absolute and
uncontrolled discretion, to overrule or modify any determination or
interpretation made by the Committee, and, in such event, the determinations or
interpretations of the Board shall be final, binding and conclusive on all
parties affected thereby.
13. Non-Transferability of Employee's Rights. The Employee's rights and
interests under the Plan and this Agreement may not be assigned or transferred
in whole or in part either directly or by operation of law or otherwise (except
in the event of the Employee's death, but then only to the extent otherwise
provided for in this Agreement) including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such right or interest of the Employee in his Common Stock or
Deferral Account shall be subject to any obligation or liability of the
Employee.
14. Miscellaneous.
(a) Binding on Successors and Representatives. This Agreement
shall be binding, not only upon the parties hereto, but also on their heirs,
executors, administrators, personal representatives, successors and assigns
(including any transferee of a party to this Agreement); and the parties agree,
for themselves and their successors, assigns and representatives, to execute any
instrument which may be necessary legally to effect the terms and conditions of
this Agreement.
(b) Entire Agreement; Relationship to Plan. This Agreement
(which includes the Election Form), together with the Plan, constitute the
entire agreement of the parties with respect to the Deferral Account and the
Common Stock to be awarded pursuant to this Agreement and supersedes any
previous agreements, whether written or oral, with respect thereto. This
Agreement has been entered into in compliance with the terms of the Plan, and
wherever a conflict may arise between the terms of this Agreement and the terms
of the Plan, the terms of the Plan shall control.
(c) Amendment. Neither this Agreement nor any of the terms and
conditions herein set forth may be altered or amended verbally, and any such
alteration or amendment shall only be effective when reduced to writing and
signed by each of the parties, or their respective successors and assigns.
(d) Construction of Terms. Any reference herein to the
masculine shall include the feminine or neuter, and any reference herein to the
singular or plural shall be construed as plural or singular whenever the
context requires.
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(e) Notices. All notices, requests and amendments under
this Agreement, shall be in writing, and notices shall be deemed to have been
given when personally delivered or sent by prepaid registered mail:
(i) if to the Company, at the following address:
Interstate/Xxxxxxx Xxxx, Inc.
Xxxxxxxxxx Xxxxx
X. X. Xxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx, Secretary
or at such other address as the Company
shall designate by notice.
(ii) if to the Employee, to the Employee's
address appearing in the Company's
employment records, or at such other address
as the Employee shall designate by notice.
(f) Governing Law. This Agreement is entered into in the State
of North Carolina and shall be governed by the laws of the State of North
Carolina and the parties hereby consent to the jurisdiction of the Superior
Court of Mecklenburg County, North Carolina for purposes of adjudicating any
issue hereunder.
(g) Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
(h) Employment. Nothing in this Agreement or the Plan shall be
interpreted as altering the employment relationship between the Company and the
Employee, which relationship has been and shall continue, at the option of the
Company, to be employment of the Employee at the will of the Company.
(i) Headings. Titles and headings to sections in this
Agreement are inserted for reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
15. Employee Election. By completing the following Election Form
and executing this Agreement, the Employee hereby makes the indicated elections
pursuant to this Agreement.
(a) Number of shares of Common Stock Available for
Purchase: [* * *]
Subject to the terms and conditions of this Agreement between
Interstate/Xxxxxxx Xxxx, Inc. ("IJL") and me dated as of December 20,
1996, I hereby irrevocably subscribe
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for and agree to purchase ______________ shares of Common Stock.
([OPTION: number of shares elected can be no less than 2,500 and no more
than * * *]).
(b) Elect either Option 1 or Option 2.
[ ] 1. I hereby irrevocably elect to participate in the After-Tax
Purchase Program pursuant to Section 5(a) of this Agreement and to have
withheld from my after-tax compensation each month for the five year
period beginning January 1, 1997 and ending December 31, 2001 an amount
based upon a ten-year amortization of the total purchase price for the
shares of Common Stock I have subscribed for and agreed to purchase
under Section 15(a) above. I understand that this amount of my
compensation will be withheld from all payroll checks on an after-tax
basis, reflected in an unfunded memorandum deferral account on IJL's
books and applied towards shares of Common Stock to be awarded in five
annual installments as of each January 15 beginning January 15, 1998.
I further understand and agree to make a lump sum "balloon" payment to
IJL on January 15, 2002 equal to the difference between the total
purchase price for the shares of Common Stock I have subscribed for and
agreed to purchase and the total of my monthly after-tax payments made
as of that date to be applied toward the remaining and unissued shares
of Common Stock, as more particularly described elsewhere in this
Agreement.
[ ] 2. I hereby irrevocably elect to participate in the Deferred
Compensation Program pursuant to Section 5(b) of this Agreement and to
have deferred from my pro-tax compensation each month for the five
year period beginning January 1, 1997 and ending December 31, 2001 an
amount based upon a ten-year amortization of the total purchase price
for the shares of Common Stock I have subscribed for and agreed to
purchase under Section 15(a) above. I understand that this amount of my
compensation will be withheld from all payroll checks on a pre-tax
basis, reflected in an unfunded memorandum deferral account on IJL's
books and applied towards shares of Common Stock to be awarded in five
annual installments as of each January 15 beginning January 15, 1998. I
further understand and agree to make a lump sum "balloon" payment to
IJL on January 15, 2002 equal to the difference between the total
purchase price for the shares of Common Stock I have subscribed for and
agreed to purchase and the total of my monthly pre-tax deferrals made
as of that date to be applied toward the remaining and unissued shares
of Common Stock, as more particularly described elsewhere in this
Agreement.
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* * * * * * * * * * * * * * * * * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
INTERSTATE/XXXXXXX XXXX, INC.
By:
Title:
EMPLOYEE:
[SEAL]
Name Printed
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