Exhibit 4.2
Print Name:_________________________
SSP SOLUTIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
FOR PARTICIPATION COMMENCING WITH THE OFFERING PERIOD
FROM ____________ TO ____________
The SSP Solutions, Inc. 2001 Employee Stock Purchase Plan (the "Plan")
provides Eligible Employees with an opportunity to voluntarily purchase Shares
of Common Stock of SSP Solutions, Inc. (the "Company") at a discount. Attached
to this Subscription Agreement as Appendix A is a complete copy of the Plan.
Capitalized terms used in this Subscription Agreement have the same meanings
given to them in the Plan. If you are an Eligible Employee and would like to
begin to participate in the Plan commencing with the Offering Period stated
above, you must complete this Subscription Agreement and file it with the
Company on or prior to [_________________].
DEFERRAL ELECTION. If you are an Eligible Employee and elect to participate in
the Plan commencing with the Offering Period stated above, check the appropriate
space below and indicate the level of Contributions that are to be deducted from
your Compensation (excluding bonuses) and from your bonuses (if any).
____ Flat Dollar Amount - I hereby authorize the Company to deduct from each of
my paychecks after this form becomes effective, for the purchase of Common
Stock under the Plan, the following dollar amount. I understand that if
the dollar amount I have indicated exceeds 10% of any paycheck, my
contribution from such paycheck will be limited to 10% of such paycheck.
$__________________
OR
____ Percentage of Compensation - In each of the following blanks, designate a
whole number from 1% to 10%. I hereby authorize the Company to deduct from
each of my paychecks after this form becomes effective, for the purchase
of Common Stock under the Plan, the following amount(s):
_____% of my base salary or wages; and
_____% of my bonuses, if any.
-1-
REPRESENTATIONS:
I understand that:
1. My Contributions are subject to certain limits under the Plan.
2. Once this Subscription Agreement becomes effective, payroll deductions
shall begin as of the first day of the payroll period that coincides with or
immediately follows the first day of the Offering Period.
3. Once this Subscription Agreement becomes effective, it will remain
effective for subsequent Offering Periods unless I withdraw from participation
in the Plan or become ineligible to participate in the Plan. However, to the
extent allowed under the Plan, I may change my level of Contributions by filing
a Change in Contributions form in accordance with the terms of the Plan.
BENEFICIARY DESIGNATION. Please initial the appropriate space below:
____ I hereby acknowledge that I have read and completed the Designation of
Beneficiary form attached hereto.
____ I hereby acknowledge that I have already filed a Designation of
Beneficiary form under the Plan and that at this time I do not wish to
change the designation of beneficiary made therein.
CONSENT OF SPOUSE. Please initial the appropriate space below:
____ I hereby represent to the Company that I am not married.
____ I hereby represent to the Company that I am married and that my spouse has
executed the attached Consent of Spouse.
SIGNATURE. I hereby agree to be bound by the terms of the Plan, acknowledge
receipt of a copy of the Plan and related materials, and authorize the election,
payroll deductions, and beneficiary designation (if applicable) specified above.
In addition, I hereby acknowledge that I have been advised to review with my own
legal and tax advisors the federal, state, local and foreign tax and other
consequences of my participation in the Plan, and that I am relying solely on
such advisors or my own personal knowledge of such matters and not on any
statements or representations of SSP Solutions, Inc. or any of its agents.
-------------------------------- -------------------------------
Signature Date
-------------------------------- -------------------------------
Print Name Social Security Number
-2-
SSP SOLUTIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
CONSENT OF SPOUSE
I, the spouse of ___________________________________, have read and
approved the foregoing SSP Solutions, Inc. 2001 Employee Stock Purchase Plan
Subscription Agreement for participation in the Plan commencing with the
Offering Period from ___________________ to ___________________. In
consideration of the granting of the right to my spouse to participate in the
Plan as an Eligible Employee, I hereby appoint my spouse as my attorney-in-fact
with respect to the exercise of any rights under the Subscription Agreement or
the Plan and agree to be bound by the provisions of the Subscription Agreement
and the Plan insofar as I may have any rights under the Subscription Agreement
or the Plan or in any securities issued pursuant thereto, under the community
property laws or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the Subscription
Agreement.
Dated: ____________________________
___________________________________________
Signature
___________________________________________
Print Name
SSP SOLUTIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
DESIGNATION OF BENEFICIARY FORM
I am a Participant in the SSP Solutions, Inc. 2001 Employee Stock Purchase
Plan (the "Plan"). Pursuant to Section 13 of the Plan, I hereby designate the
following individual(s) (indicate relationship, name and Social Security Number
below) as beneficiary of my Account with regard to the percentage I have
indicated below:
My , and/otherwise, SS# ,
--------------- ----------------------------------- ------------ ----%
(relationship) (Legal Name)
My , and/otherwise, SS# ,
--------------- ----------------------------------- ------------ ----%
(relationship) (Legal Name)
My , and/otherwise, SS# ,
--------------- ----------------------------------- ------------ ----%
(relationship) (Legal Name)
I am presently _____ Non-Married / ______ Married. If I am married and I
have not designated above my spouse as beneficiary of 100% of my Account, my
spouse has executed the following consent:
Consent of Spouse - I, the spouse of the undersigned participant in the
Plan, hereby acknowledge and voluntarily consent to the above designation of
beneficiary of my spouse's Account. I hereby agree to release and discharge SSP
Solutions, Inc. from liability for acting pursuant to this consent.
Signature of Spouse of Participant:
------------------------------------
Print Name of Spouse of Participant:
-----------------------------------
Date:
-----------------------------
By my execution of this Designation of Beneficiary Form, I hereby make the
foregoing designation of beneficiary and revoke all prior designations of
beneficiaries, if any, effective as of the later of the date set forth below or
the date of my spouse's execution of the above consent.
----------------------------------- ------------------------------------
Signature Date
----------------------------------- ------------------------------------
Print Name Social Security Number
Print Name:_________________________
SSP SOLUTIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
CHANGE IN CONTRIBUTIONS FORM
I am a Participant in the SSP Solutions, Inc. (the "Company") 2001
Employee Stock Purchase Plan (the "Plan"). I hereby elect to change the amount
or level of future Contributions to be deducted from my Compensation and
bonuses, if any, as follows:
____ FLAT DOLLAR AMOUNT - I hereby authorize the Company to deduct from each of
my paychecks after this form becomes effective, for the purchase of Common
Stock under the Plan, the following dollar amount. I understand that if
the dollar amount I have indicated exceeds 10% of any paycheck, my
contribution from such paycheck will be limited to 10% of such paycheck..
$__________________
OR
____ PERCENTAGE OF COMPENSATION AND BONUSES - In each of the following blanks,
designate a whole number from 1% to 10%. I hereby authorize the Company to
deduct from each of my paychecks after this form becomes effective, for
the purchase of Common Stock under the Plan, the following amount(s):
_____% of my base salary or wages;
_____% of my bonuses, if any.
REPRESENTATIONS: I understand that:
1. My Contributions are subject to certain limits under the Plan.
2. This change in Contributions will become effective as soon as
administratively practicable after the Company's receipt of this Change in
Contributions Form, and that pursuant to the Plan I may only file two Change in
Contributions Forms (including this Change in Contributions Form) during this
Offering Period.
3. Once this change in Contributions becomes effective, it will remain
effective for subsequent Purchase Periods unless my Plan participation
terminates or until I file a Withdrawal Form or a new Change in Contributions
Form in accordance with the terms of the Plan.
_____________________________________ _____________________________________
Signature Date
_____________________________________ _____________________________________
Print Name Social Security Number
SSP SOLUTIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
WITHDRAWAL FORM
I am a Participant in the SSP Solutions, Inc. (the "Company") 2001
Employee Stock Purchase Plan (the "Plan"). I hereby elect to withdraw from
participation in the Plan by revoking my Subscription Agreement and terminating
and withdrawing my Contributions.
I understand that such termination will become effective, and my
Contributions will be refunded, as soon as administratively practicable after
the Company's receipt of this Withdrawal Form.
I also understand that I may not elect again to participate in the Plan
during this Offering Period, but that, subject to Section 12(b) of the Plan, I
may participate in succeeding Offering Periods if I meet the then applicable
eligibility and participation requirements and execute and file a new
Subscription Agreement with the Company.
_____________________________________ _____________________________________
Signature Date
_____________________________________ _____________________________________
Print Name Social Security Number
