**Exhibit 10.4**

OMTOOL, LTD.

## STOCK PURCHASE AND RESTRICTION AGREEMENT —DIRECTOR

Omtool, Ltd. (the “Company”)hereby enters into this Stock Purchase and Restriction Agreement, dated as ofthe date set forth below, with the Stockholder named herein (the “Agreement”)and issues and sells the Shares specified herein the following common stockpursuant to its 1997 Stock Plan,as amended. The terms and conditions attached hereto are also part hereof.

 

| Name of Director (the “Stockholder”):                                                                     | ** ** | **[NAME]**                       |
|---------------------------------------------------------------------------------------------------------------------|------------|----------------------------------|
|                                                                                                                |       |                             |
| Date of this restricted stock purchase:                                                                             | ** ** | **[DATE]**                       |
|                                                                                                                |       |                             |
| Number of shares of the Company’s Common Stock  issued and sold under this Agreement (the “Shares”): | ** ** | **[NUMBER OF SHARES]**           |
|                                                                                                                |       |                             |
| Purchase price per share:                                                                                           |       | $0.01                            |
|                                                                                                                |       |                             |
| Number of Shares that are Vested Shares on Vesting  Start Date:                                                     |       | None                             |
|                                                                                                                |       |                             |
| Shares that are Unvested Shares on Vesting Start  Date:                                                             | ** ** | **[NUMBER OF SHARES  UNVESTED]** |
|                                                                                                                |       |                             |
| Vesting Start Date:                                                                                                 | ** ** | **[VESTING START DATE]**         |
|                                                                                                                | ** ** | ** **                       |
| Vesting Schedule:                                                                                                   | ** ** | ** **                       |

 

| On the annual anniversary date of the Vesting  Start Date commencing one year from the Vesting Start Date: | ** ** | **[1/4 OF UNVESTED  SHARES]** |
|------------------------------------------------------------------------------------------------------------|------------|-------------------------------|

 

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| _____________________________  Signature of Stockholder        | OMTOOL, LTD. |
|----------------------------------------------------------------|--------------|
|  

_____________________________  Street Address          | By:          |   |
|  

_____________________________  City / State / Zip Code |         | Name of Officer:  Title: |

 

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OMTOOL, LTD.

## STOCK PURCHASE AND RESTRICTION AGREEMENT —DIRECTOR

Omtool, Ltd. (the “Company”)agrees to sell to the Stockholder, and the Stockholder agrees to purchase fromthe Company, shares of the Company’s Common Stock, $.01 par value per share (“CommonStock”), on the following terms and conditions:

1.             Grant Under Plan. This stockpurchase is made pursuant to and is governed by the Company’s 1997 Stock Plan, as amended (as thesame may be amended and/or restated from time to time, the “Plan”) and,unless the context otherwise requires, terms used herein shall have the samemeanings as in the Plan. The Shares will be evidenced by this Agreement and theStockholder will not receive a certificate for the Shares. Initially, theStockholders will have his or her ownership of the Shares registered only inbook-entry form in the recording of the transfer agent for the Company’s CommonStock. Book-entry registration refers to a method of recording stock ownershipin which no shares are issued to stockholders. After any date on which theShares have become Vested Shares, the Stockholder may obtain, upon request fromthe Company to the transfer agent for the Company’s Common Stock, a certificatefor the Vested Shares registered in his or her name in book-entry form.

2.             Purchase and Sale of Stock;Payment of Purchase Price. The Company hereby sells to the Stockholder, andthe Stockholder hereby purchases from the Company, the Shares of Common Stockat the purchase price per Share set forth on the cover page. The purchase priceshall be paid by the Stockholder upon execution and delivery of this Agreementby check payable to the Company.

3.             Investment Representation. TheStockholder represents, warrants and acknowledges that he or she has had anopportunity to ask questions of and receive answers from a person or personsacting on behalf of the Company concerning the terms and conditions of thisinvestment. The Stockholder represents and warrants to the Company that he orshe is acquiring the Shares with his or her own funds, for his or her ownaccount for the purpose of investment, and not with a view to any resale orother distribution thereof in violation of the Securities Act of 1933, asamended (the “Securities Act”). As applicable, the Company may place alegend on any stock certificate representing the Shares to the effect that theShares were acquired pursuant to an investment representation withoutregistration of the Shares and may make an appropriate notation with respect tothe same on its stock records. As applicable, the Company may also place alegend on any stock certificate representing any of the Shares reflecting therestrictions on transfer and any rights of repurchase and rights of firstrefusal set forth herein and may make an appropriate notation on its stockrecords with respect to the same.

The Stockholderunderstands that the Company is under no obligation to register the Sharesunder the Securities Act or to comply with the requirements for any exemptionthat might otherwise be available, or to supply the Stockholder with anyinformation necessary to enable the 

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Stockholder to make routine sales of the Shares under Rule 144or any other rule of the Securities and Exchange Commission.

4.             Vesting if Business RelationshipContinues.

(a)           Vesting Schedule.If the Stockholder has continuously maintained a business relationship with theCompany as a director of the Company (a “Business Relationship”) throughthe vesting dates specified on the cover page hereof, Unvested Sharesshall become Vested Shares (or shall “vest”) on such dates in an amountequal to the number of shares set opposite the applicable date on the cover page hereof.Subject to Section 4(b) below, if the Stockholder’s BusinessRelationship by the Company ceases voluntarily or involuntarily, with orwithout cause, no additional Unvested Shares shall become Vested Shares underany circumstances with respect to the Stockholder. Any determination under thisAgreement as to maintenance of a Business Relationship or other mattersreferred to above shall be made in good faith by the Board of Directors of theCompany or the Compensation Committee of the Board of Directors, whose decisionshall be binding on all parties.

(b)          Accelerated Vesting due to Acquisition. Upon theconsummation of an Acquisition (as defined in the Plan), the vesting provisionsof this Agreement shall be accelerated such that all Unvested Shares shallimmediately become Vested Shares.

(c)           Terminationof Business Relationship. For purposes hereof, the Stockholder’s BusinessRelationship shall not be considered as having terminated during any**leave of absence if such leave of absence has been approvedin writing by the Company and if such written approval contractually obligatesthe Company to continue the Business Relationship of the Stockholder after theapproved period of absence; in the event of such an approved leave of absence,vesting of Unvested Shares shall be suspended (and the period of the leave ofabsence shall be added to all vesting dates) unless otherwise provided in theCompany’s written approval of the leave of absence that specifically refers tothis Agreement.

5.             Restrictions on Transfer;Purchase by the Company. The Stockholder shall not sell, assign, transfer,pledge, encumber or dispose of all or any of his or her Unvested Shares, exceptthat Unvested Shares may be transferred only pursuant to this Section 5hereof. The Stockholder may not at any time transfer any Shares to anyindividual, corporation, partnership or other entity that engages in anybusiness activity that is in competition, directly or indirectly, with theproducts or services being developed, manufactured or sold by the Company. Thedetermination of whether any proposed transferee engages in any businessactivity that is in competition with those of the Company shall be made by theBoard of Directors of the Company in good faith. This prohibition shall beapplicable in addition to and separately from the other provisions hereof.

Uponthe termination of the Stockholder’s Business Relationship, the Stockholdershall sell to the Company (or the Company’s assignee) all of his or herUnvested Shares in accordance 

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with the procedures set forth below. The purchaseprice (the “Repurchase Price”) of such Shares (the “RepurchasedShares”) shall be the purchase price per Share set forth on the cover page hereof(subject to adjustment as herein provided). The sale of the Repurchased Sharesshall take place as soon as practicable at the principal executive offices ofthe Company at the time and date set by the Company. Such sale shall beeffected by the Company’s delivery of a stock power executed by the Stockholderin the form attached hereto and a letter from the Company to the Company’stransfer agent noting the number of shares that are to be repurchased, againstpayment to the Stockholder by the Company of the Repurchase Price by check forthe Repurchased Shares (which check may be delivered by mail). Upon the mailingof a check in payment of the purchase price in accordance with the termshereof, the Company shall become the legal and beneficial owner of the Sharesbeing repurchased and all rights and interests therein or relating thereto, andthe Company shall have the right to retain and transfer to its own name thenumber of Shares being repurchased by the Company.

Notwithstandingthe foregoing, the Stockholder may transfer all or any of his or her UnvestedShares (x) as a gift to any member of his or her family or to any trustfor the benefit of any such family member or the Stockholder; *provided that* any such transferee shall agree in writingwith the Company, as a condition precedent to such transfer, to be bound by allof the provisions of this Agreement to the same extent as if such transfereewere the Stockholder, or (y) by will or the laws of descent anddistribution, in which event each such transferee shall be bound by all of theprovisions of this Agreement to the same extent as if such transferee were theStockholder or (z) by court order, in which event each such transfereeshall be bound by all of the provisions of this Agreement to the same extent asif such transferee were the Stockholder. As used herein, the word “family”shall include any spouse, lineal ancestor or descendant, brother or sister.

6.             Death; Disability.

(a)           Upon the death or Disability (as defined below) of theStockholder during the Stockholder’s Business Relationship with the Company,but only to the extent the Stockholder has any Unvested Shares, all UnvestedShares shall become Vested Shares.

(b)          Definition of Disability. For purposes of this Agreement, theterm “disability” shall mean “permanent and total disability” asdefined in Section 22(e)(3) of the Internal Revenue Code of 1986, asamended (the “Code”).

7.             Withholding Taxes. If theCompany in its discretion determines that it is obligated to withhold any taxin connection with the transfer of, or the lapse of restrictions on, theShares, the Stockholder hereby agrees that the Company may withhold from theStockholder’s wages or other remuneration the appropriate amount of tax. At thediscretion of the Company, the amount required to be withheld may be withheldin cash from such wages or other remuneration. The Stockholder further agreesthat, if the Company does not withhold an amount from the Stockholder’s wagesor other remuneration sufficient to satisfy the withholding obligation of theCompany, the Stockholder will make reimbursement on demand, in cash, for theamount underwithheld.

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8.             Failure to Deliver Shares. Ifany Stockholder (or his or her legal representative) who has become obligatedto sell Shares hereunder shall fail to deliver such Shares to the Company inaccordance with the terms of this Agreement, the Company may, at its option, inaddition to all other remedies it may have, send to such Stockholder byregistered mail, return receipt requested, the purchase price for such Sharesas is herein specified. Thereupon, the Company: (i) shall cancel on itsbooks the entry or entries and/or certificates or certificates representingsuch Shares to be sold; and (ii) shall make, in lieu thereof, a new entryor entries or issue, in lieu thereof, a new certificate or certificates in thename of the Company representing such Shares, and thereupon all of suchStockholder’s rights in and to such Shares shall terminate.

9.             Arbitration. Any dispute,controversy, or claim arising out of, in connection with, or relating to theperformance of this Agreement or its termination shall be settled byarbitration in Massachusetts, pursuant to the rules then obtaining of theAmerican Arbitration Association. Any award shall be final, binding andconclusive upon the parties and a judgment rendered thereon may be entered inany court having jurisdiction thereof.

10.          Provision of Documentation toStockholder. By signing this Agreement the Stockholder acknowledges receiptof a copy of this Agreement and a copy of the Plan.

11.          Miscellaneous.

(a)           Notices. All notices hereunder shall be in writingand shall be deemed given when sent by certified or registered mail, postageprepaid, return receipt requested, if to the Stockholder, to the address setforth on the cover page hereof or at the address shown on the records ofthe Company, and if to the Company, to the Company’s principal executiveoffices, attention of the Corporate Secretary.

(b)          EntireAgreement; Modification. This Agreement constitutes the entire agreementbetween the parties relative to the subject matter hereof, and supersedes allproposals, written or oral, and all other communications between the partiesrelating to the subject matter of this Agreement. This Agreement may bemodified, amended or rescinded only by a written agreement executed by bothparties.

(c)           FractionalShares. All fractional Shares resulting from the adjustment provisionscontained in the Plan shall be rounded down to the nearest whole share.

(d)          Changesin Capital Structure. In the event of any stock split, stock dividend,recapitalization, reorganization, merger, consolidation, combination, exchangeof shares, liquidation, spin-off, split-up, or other similar change incapitalization or event, the securities received in respect of such event shallbe “Shares” hereunder subject to this Agreement and shall retain the samestatus as “Vested Shares” or “Unvested Shares” as the Shares inrespect of which they were received, and the repurchase price per securitysubject to repurchase shall be appropriately adjusted by the Company.

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(e)           Severability.The invalidity, illegality or unenforceability of any provision of thisAgreement shall in no way affect the validity, legality or enforceability ofany other provision.

(f)           Successorsand Assigns. This Agreement shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns, subject tothe limitations set forth herein.

(g)           GoverningLaw. This Agreement shall be governed by and interpreted in accordance withthe laws of Delaware without giving effect to the principles of the conflictsof laws thereof.

(h)          NoObligation to Continue Business Relationship. Neither the Plan, nor thisAgreement, nor any provision hereof imposes any obligation on the Company tocontinue the Stockholder’s Business Relationship with the Company.

* * * * *

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# **STOCKPOWER**

FOR VALUE RECEIVED,the undersigned hereby sells, assigns and transfers unto________________________________, taxpayer identification or social securitynumber __________________, residing at _______________________ an aggregate of___________ shares of common stock, $.01 par value per share (the “Shares”),of Omtool, Ltd. (the “Corporation”), a Delaware corporation standing in my nameon the books of said Corporation, and do hereby irrevocably constitute andappoint the Corporation as attorney-in-fact to transfer the Shares in the booksof the Corporation with full power of substitution in the premises.

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|     |   | Print Name: |   |
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| Witness: |   |        |   |   |

 

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