**Exhibit 10.3**

OMTOOL,LTD.

 

## Stock Purchase andRestriction Agreement — Officer

 

Omtool,Ltd. (the “Company”) hereby enters into this Stock Purchase andRestriction Agreement, dated as of the date set forth below, with theStockholder named herein (the “Agreement”) and issues and sells theShares specified herein the following common stock pursuant to its 1997 Stock Plan, as amended. The termsand conditions attached hereto are also part hereof.

 

| Name of Employee (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]** |
|------------------------------------------------------------------------------------------------------------|------------------------------|

 

|                           |   | OMTOOL, LTD. |
|---------------------------|--------|--------------|
|                      |   |         |
| Signature of  Stockholder |   |         |   |
|                      |   |         |   |
|                      |   | By:          |   |
| Street Address            |   |         | Name of Officer: |
|                      |   |         | Title: |
|                      |   |         |   |
| City/State/Zip  Code      |   |         |   |

 

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OMTOOL, LTD.

## Stock Purchase and Restriction Agreement —Officer

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, theStockholder 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.The Stockholder 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 Employment Continues.

(a)           Vesting Schedule. If the Stockholderhas remained continuously an employee of the Company through the vesting datesspecified on the cover page hereof, Unvested Shares shall become VestedShares (or shall “vest”) on such dates in an amount equal to the numberof shares set opposite the applicable date on the cover page hereof.Subject to Section 4(b) below, if the Stockholder’s employment by theCompany ceases voluntarily or involuntarily, with or without cause, noadditional Unvested Shares shall become Vested Shares under any circumstanceswith respect to the Stockholder. Any determination under this Agreement as toemployment status or other matters referred to above shall be made in goodfaith by the Board of Directors of the Company or the Compensation Committee ofthe Board of Directors, whose decision shall 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 by a period of one year such that theStockholder shall be credited with one year of additional service time to theCompany as an employee.

In the event that theStockholder is employed by the Company immediately prior to the consummation ofan Acquisition and is terminated without “Cause” (as defined below)) orterminates his or her own employment “for Good Reason” (as definedbelow) following the consummation of the Acquisition, then all installments ofthis Agreement shall vest in full immediately prior to such termination.

“GoodReason” shall mean, without the Stockholder’s express written consent, (i) terminationfor redundancy due to an Acquisition; (ii) any reduction in theStockholder’s base annual salary as in effect immediately preceding anAcquisition or as the same may be increased from time to time or failure tocontinue coverage of the Stockholder under any compensation or benefit planmade available to similarly situated employees of the acquiring party; (iii) (a) arequirement that the location in which the Stockholder perform his or herprincipal duties for the Company be changed following an Acquisition to a newlocation (the “New Location”) that is outside a radius of 50 miles fromthe principal business address at which the Stockholder performed his or herprincipal duties immediately preceding an Acquisition (the “Old Location”),unless the New Location is closer to the Stockholder’s then current principalresidential address than the Old Location or (b) a requirement that thelocation at which the Stockholder perform his or her principal duties for theCompany be changed following an Acquisition to a New Location that results in acommute of more than 50 miles from the Stockholder’s principal residentialaddress; or (iv) a substantial change in the nature or scope of thefunctions or duties of the Stockholder from those attached to the position withthe Company which the Stockholder held immediately prior to the Acquisition.

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“Cause” shall mean conduct involving one ormore of the following:  (i) disloyalty,gross negligence, willful misconduct, fraud or breach of fiduciary duty to theCompany which causes material harm to the Company; (ii) deliberatedisregard of the rules or policies of the Company, or willful breach of anemployment or other agreement with the Company, which causes material harm tothe Company; (iii) the unauthorized disclosure of any trade secret orconfidential information of the Company which causes material harm to theCompany; or (iv) the commission of an act which constitutes unfaircompetition with the Company or which induces any customer or supplier tobreach a contract with the Company.

(c)           Terminationof Employment. For purposes hereof, employment shall not be considered ashaving terminated during any**leave ofabsence if such leave of absence has been approved in writing by the Companyand if such written approval contractually obligates the Company to continuethe employment of the Stockholder after the approved period of absence; in theevent of such an approved leave of absence, vesting of Unvested Shares shall besuspended (and the period of the leave of absence shall be added to all vestingdates) unless otherwise provided in the Company’s written approval of the leaveof absence that specifically refers to this Agreement. For purposes hereof,employment shall include a consulting arrangement between the Stockholder andthe Company that immediately follows termination of employment, but only if sostated in a written consulting agreement executed by the Company thatspecifically refers to this Agreement. This Agreement shall not be affected byany change of employment within or among the Company and its Subsidiaries solong as the Stockholder continuously remains an employee of the Company or anySubsidiary.

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 employment, the Stockholder shall sell tothe Company (or the Company’s assignee) all of his or her Unvested Shares inaccordance with the procedures set forth below. The purchase price (the “RepurchasePrice”) of such Shares (the “Repurchased Shares”) shall be thepurchase price per Share set forth on the cover page hereof (subject toadjustment as herein provided). The sale of the Repurchased Shares shall takeplace as soon as practicable at the principal executive offices of the Companyat the time and date set by the Company. Such sale shall be effected by theCompany’s delivery of a stock power 

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executed by the Stockholder in the form attachedhereto and a letter from the Company to the Company’s transfer agent noting thenumber of shares that are to be repurchased, against payment to the Stockholderby the Company of the Repurchase Price by check for the Repurchased Shares(which check may be delivered by mail). Upon the mailing of a check in paymentof the purchase price in accordance with the terms hereof, the Company shallbecome the legal and beneficial owner of the Shares being repurchased and allrights and interests therein or relating thereto, and the Company shall havethe right to retain and transfer to its own name the number of Shares beingrepurchased 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 while in the employ of the Company, but only to the extent theStockholder has any Unvested Shares, all Unvested Shares shall become VestedShares.

(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.

8.             Failure to Deliver Shares.If any Stockholder (or his or her legal representative) who has becomeobligated to sell Shares hereunder shall fail to deliver such Shares to theCompany in accordance with the terms of this Agreement, the Company may, at itsoption, in 

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addition to all other remedies it may have, send tosuch Stockholder by registered mail, return receipt requested, the purchaseprice for such Shares as is herein specified. Thereupon, the Company: (i) shallcancel on its books the entry or entries and/or certificates or certificatesrepresenting such Shares to be sold; and (ii) shall make, in lieu thereof,a new entry or entries or issue, in lieu thereof, a new certificate orcertificates in the name of the Company representing such Shares, and thereuponall of such Stockholder’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 writing and shall be deemed given when sentby certified or registered mail, postage prepaid, return receipt requested, ifto the Stockholder, to the address set forth on the cover page hereof orat the address shown on the records of the Company, and if to the Company, tothe Company’s principal executive offices, attention of the CorporateSecretary.

(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.

(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.

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(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 Employment. Neither the Plan, nor this Agreement,nor any provision hereof imposes any obligation on the Company to continue theStockholder in employment or any other 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.

| Dated:   |        |   |
|----------|-------------|--------|
|     |        |
|     | By:         |   |
|     |        |   |
|     | Print Name: |   |
| Witness: |        |   |
|          |             |        |  |  |  |

 

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