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EXHIBIT 99.13
THERATX, INCORPORATED
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") beginning with the purchase period specified below, and I hereby
subscribe to purchase shares of Common Stock of TheraTx, Incorporated (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 10%) specified in my attached Enrollment Form, but in no event more than
$5,000 per purchase period.
Purchase periods under the ESPP will run from the first business day in
May to the last business day in October each year and from the first business
day in November each year to the last business day in April of the next year.
The initial purchase period under the ESPP will begin on November 1, 1996 and
end on April 30, 1997. My participation will automatically remain in effect from
one purchase 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 reduce the
rate of my payroll deductions once per purchase period, and I may increase the
rate of my payroll deductions to become effective at the start of any subsequent
purchase period.
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 period.
The purchase price per share will be equal to 95% of the lower of (i) the fair
market value per share of Common Stock on the start date of the purchase period
or (ii) the fair market value per share at the end of that purchase period. 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 500 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 at any time prior to the last business day
of a purchase period and receive a refund of all my payroll deductions for that
purchase period. However, I may not rejoin that particular purchase 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
period 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
period 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
period. 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 period 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 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 period. 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:______________________
Start Date of Purchase Period: _____________, 199___
