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EXHIBIT 99.2
IMP, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") effective with the Entry Date specified below, and I hereby subscribe to
purchase shares of Common Stock of IMP, 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 earnings (not to exceed a maximum of 15%) specified in my
attached Enrollment Form.
Each offering period is divided into a series of successive purchase
intervals. The initial purchase interval is to begin on October 1, 1996, and end
on March 31, 1997. Subsequent purchase intervals will each be of six (6) months
duration and will run from the first business day of April to the last business
day of September each year and from the first business day of October each year
until the last business day of March in the following year. My participation
will automatically remain in effect from one offering period to the next in
accordance with this Agreement and 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 increase or reduce the rate of my payroll
deductions for the remainder of an offering period by filing an appropriate form
with the Plan Administrator not less than ten (10) days prior to any quarterly
adjustment date (the first business day of January, April, July and October of
each year) within the offering period to become effective on the first quarterly
adjustment date following the filing of such form.
My payroll deductions will be accumulated for the purchase of shares of
the Corporation's Common Stock on the last business day of each purchase
interval within the offering period. The purchase price per share will not be
less than 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 semi-annual purchase date. I will also be subject to ESPP
restrictions (i) limiting the maximum number of shares which I may purchase on
any one purchase date to 1,000 shares and (ii) 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 not later than ten (10) days prior to the
last business day of a purchase interval and the Corporation will automatically
refund all my payroll deductions for that purchase interval. However, I may not
rejoin that particular offering period at any later date. 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 automatically 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. Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the end of
each purchase interval will automatically be deposited into a brokerage account
which the Corporation will open on my behalf. I will notify the Corporation of
any sale or disposition of my ESPP shares, and I will satisfy all applicable
income and employment tax withholding requirements at the time of such sale or
disposition.
The Corporation has the right, exercisable in its sole discretion, to
amend or terminate the ESPP at any time, with such amendment or termination to
become effective immediately following the exercise of outstanding purchase
rights at the end of any current purchase interval. Should the Corporation elect
to terminate the ESPP, I will have no further rights to purchase shares of
Common Stock pursuant to this Agreement.
I have received a copy of the official Plan Prospectus summarizing the
major features of the ESPP. I have read this Agreement and the Prospectus 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:_____________________ , 199__
______________________________
Signature of Employee
Printed Name:_______________
Entry Date: _____________, 199__
