Form of Purchase Agreement under the 2006 Employee Stock Purchase Plan



 EXHIBIT 10.10 
 ALIEN TECHNOLOGY CORPORATION 
 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT 
  

			
	         Original Application	  	Offering Date:
                        

          Change in Payroll
Deduction Rate 
          Change of Beneficiary(ies) 
  

	1.	                     hereby elects to participate in the Alien Technology
Corporation Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.


  

	2.	I hereby authorize payroll deductions from each paycheck in the amount of     % of my Compensation on each pay day (from 0 to 15%) during the Offering
Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) 

  

	3.	I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee
Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option. 

  

	4.	I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms
of the Plan. 

  

	5.	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Eligible Employee or Eligible Employee and Spouse only). 


 

	6.	 I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Offering Date (the first day of the Offering Period during
which I purchased such shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the
shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for
Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to the Company any tax deductions or 











	 	 
benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and
1-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal
to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 5% of the fair market value of the shares on the first day of the Offering
Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 


  

	7.	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the
Employee Stock Purchase Plan. 

  

	8.	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:


  

							
	NAME: (please print)	  	                                      
              	  	                                      
              	  	                                      
              
		  	    (First)	  	    (Middle)	  	    (Last)

  

			
	  
	  	  

	Relationship	  	
		
	  
	  	  

	Percentage Benefit	  	(Address)

  

							
	NAME: (please print)	  	                                      
              	  	                                      
              	  	                                      
              
		  	    (First)	  	    (Middle)	  	    (Last)

  

			
	  
	  	  

	Relationship	  	
		
	  
	  	  

	Percentage of Benefit	  	(Address)

  

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	 Employee’s Social
 Security Number:
	 	  

		
	Employee’s Address:	 	  

		
		 	  

		
		 	  


 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS
TERMINATED BY ME. 
  

			
	Dated:
                                        
                        	 	  

		 	Signature of Employee
		
		 	  

		 	Spouse’s Signature (If beneficiary other than spouse)

  

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