Exhibit 10.2


 


OMTOOL, LTD.


 


STOCK
PURCHASE AND RESTRICTION AGREEMENT — DIRECTOR


 


Omtool, Ltd. (the “Company”) hereby enters into
this Stock Purchase and Restriction Agreement, dated as of the date set forth
below, with the Stockholder named herein (the “Agreement”) and issues
and sells the Shares specified herein the following common stock pursuant 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]

  
	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  OMTOOL, LTD. 

  
	
  Signature of Stockholder

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Street Address 
  

  	
   

  	
  Name of Officer:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  City / State / Zip Code

  	
   

  	
   

  



 


 





















 


OMTOOL, LTD.


 


STOCK
PURCHASE AND RESTRICTION AGREEMENT — OFFICER


 


 


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


 


1.             Grant
Under Plan.  This stock purchase is
made pursuant to and is governed by the Company’s 1997 Stock Plan, as amended (as the same may be amended and/or
restated from time to time, the “Plan”) and, unless the context
otherwise requires, terms used herein shall have the same meanings as in the
Plan.


 


2.             Purchase
and Sale of Stock; Payment of Purchase Price.  The Company hereby sells to the Stockholder,
and the Stockholder hereby purchases from the Company, the Shares of Common
Stock at the purchase price per Share set forth on the cover page.  The purchase price shall be paid by the
Stockholder upon execution and delivery of this Agreement by check payable to
the Company.   The Company will issue a
certificate or certificates registered in the Stockholder’s name representing
the Shares, with such certificates to be held in escrow in accordance with the
terms hereof.


 


3.             Investment
Representation.  The Stockholder
represents, warrants and acknowledges that he or she has had an opportunity to
ask questions of and receive answers from a person or persons acting on behalf
of the Company concerning the terms and conditions of this investment.  The Stockholder represents and warrants to
the Company that he or she is acquiring the Shares with his or her own funds, for
his or her own account for the purpose of investment, and not with a view to
any resale or other distribution thereof in violation of the Securities Act of
1933, as amended (the “Securities Act”). 
As applicable, the Company may place a legend on any stock certificate
representing the Shares to the effect that the Shares were acquired pursuant to
an investment representation without registration of the Shares and may make an
appropriate notation with respect to the same on its stock records.  As applicable, the Company may also place a
legend on any stock certificate representing any of the Shares reflecting the
restrictions on transfer and any rights of repurchase and rights of first
refusal set forth herein and may make an appropriate notation on its stock
records with respect to the same.


 


The Stockholder understands that the Company is under
no obligation to register the Shares under the Securities Act or to comply with
the requirements for any exemption that might otherwise be available, or to
supply the Stockholder with any information necessary to enable the Stockholder
to make routine sales of the Shares under Rule 144 or any other rule of the
Securities and Exchange Commission.


 


 





















 


4.             Vesting if Business Relationship
Continues.


 


(a)           Vesting Schedule.  If the Stockholder has continuously
maintained a business relationship with the Company as a director of the
Company (a “Business Relationship”) through the vesting dates specified
on the cover page hereof, Unvested Shares shall become Vested Shares (or shall
“vest”) on such dates in an amount equal 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 Business Relationship by the Company ceases voluntarily or
involuntarily, with or without cause, no additional Unvested Shares shall
become Vested Shares under any circumstances with respect to the
Stockholder.  Any determination under
this Agreement as to maintenance of a Business Relationship or other matters
referred to above shall be made in good faith by the Board of Directors of the
Company or the Compensation Committee of the Board of Directors, whose decision
shall be binding on all parties.


 


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


 


(c)           Termination of Business
Relationship.  For purposes hereof,
the Stockholder’s Business Relationship shall not be considered as having
terminated during any leave of
absence if such leave of absence has been approved in writing by the Company
and if such written approval contractually obligates the Company to continue
the Business Relationship of the Stockholder after the approved 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 of absence shall be
added to all vesting dates) unless otherwise provided in the Company’s written
approval of the leave of absence that specifically refers to this 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, except that Unvested Shares may be transferred only pursuant to this
Section 5 hereof. The Stockholder may not at any time transfer any Shares
to any individual, corporation, partnership or other entity that engages in any
business activity that is in competition, directly or indirectly, with the
products or services being developed, manufactured or sold by the Company.  The determination of whether any proposed
transferee engages in any business activity that is in competition with those
of the Company shall be made by the Board of Directors of the Company in good
faith.  This prohibition shall be
applicable in addition to and separately from the other provisions hereof.


 


                Upon
the termination of the Stockholder’s Business Relationship, the Stockholder
shall sell to the Company (or the Company’s assignee) all of his or her
Unvested Shares in accordance with the procedures set forth below.  The purchase price (the “Repurchase Price”)
of such Shares (the “Repurchased Shares”) 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
Shares shall take


 


 


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place as soon as practicable at the principal
executive offices of the Company at the time and date set by the Company.  Such sale shall be effected by the Escrow
Holder’s (as defined below) delivery to the Company of a certificate or
certificates evidencing the Repurchased Shares, duly endorsed for transfer to
the Company, against payment to the Stockholder by 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 payment of the purchase price in accordance with the terms hereof,
the Company shall become the legal and beneficial owner of the Shares being
repurchased and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number
of Shares being repurchased by the Company.


 


                Notwithstanding
the foregoing, the Stockholder may transfer all or any of his or her Unvested
Shares (x) as a gift to any member of his or her family or to any trust
for the benefit of any such family member or the Stockholder provided that any such transferee shall agree in writing
with the Company, as a condition precedent to such transfer, to be bound by all
of the provisions of this Agreement to the same extent as if such transferee
were the Stockholder, or (y) by will or the laws of descent and
distribution, in which event each such transferee shall be bound by all of the
provisions of this Agreement to the same extent as if such transferee were the
Stockholder or (z) by court order, in which event each such transferee
shall be bound by all of the provisions of this Agreement to the same extent as
if 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 the Stockholder during the
Stockholder’s Business Relationship with the Company, but only to the extent
the Stockholder has any Unvested Shares, all Unvested Shares shall become
Vested Shares.


 


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


 


7.             Escrow of Shares. 
All Unvested Shares shall be held in escrow by the Company, as escrow
holder (“Escrow Holder”), together with a stock assignment executed by
the Stockholder with respect to such Shares.


 


The Escrow Holder is hereby directed to permit
transfer of the Unvested Shares in accordance with this Agreement or
instructions signed by both the Stockholder and the Company.  The Escrow Holder shall not in any way be
bound or affected by any notice or modification or cancellation of the
provisions of this Agreement, unless certified to the Escrow Holder in a
writing signed by the parties hereto.  No
changes to this Agreement relating to the rights and duties of the Escrow
Holder shall be effective without the consent of the Escrow Holder.  The Escrow Holder shall be entitled to rely
on any judgment, certification, demand or other writing delivered to it
hereunder without being required to determine the authenticity or the


 


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correctness of any fact stated therein, the propriety or validity of
the service thereof, or the jurisdiction of the court issuing any such
judgment.


 


The Escrow Holder shall not be under any duty to give
any securities, checks, monies, or other documents held by it hereunder any
greater degree of care than it gives its own similar property or monies.  The Escrow Holder may act in reliance upon
any instrument or signature believed by it to be genuine, and may assume that
any person purporting to give any notice or receipt of advice or make any
statement in connection with this Agreement has been duly authorized to do
so.  The Escrow Holder may act in
reliance upon advice of counsel in reference to any matter(s) connected with
this Agreement, and shall not be liable for any mistake of fact or error of
judgment, or for any acts or omissions of any kind, unless caused by its
willful misconduct or gross negligence.


 


The Company and the Stockholder jointly and severally
indemnify and hold the Escrow Holder harmless from any claim, action, loss,
cost, expense or damage arising out of or relating to the escrow set forth
herein, including without limitation, any of the foregoing arising out of
claims or actions now or hereafter made or brought against the Escrow Holder by
any party hereto or by any third party (such indemnification to include all
costs and expenses incurred by the Escrow Holder, including, but not limited
to, court costs and attorneys’ fees).


 


If the Company or any assignee exercises its
repurchase option hereunder, the Escrow Holder, upon receipt of written notice
of such option exercise from the Company or such assignee, shall take all steps
necessary to accomplish such transfer. 
The Stockholder hereby grants the Escrow Holder an irrevocable power of
attorney, which shall be coupled with an interest, to take any and all actions
required to effect such transfer.


 


With respect to any Unvested Shares that become Vested
Shares pursuant to Section 4, the Company, upon the written request of the
Stockholder, shall issue a new certificate for the number of Shares which have
become Vested Shares and shall deliver such certificate to the Stockholder and
shall deliver to the Escrow Holder a new certificate for the remaining Unvested
Shares in exchange for the certificate then being held by the Escrow Holder.


 


Subject to the terms hereof, the Stockholder shall
have all the rights of a stockholder with respect to the Unvested Shares while
they are held in escrow, including without limitation, the right to vote the
Unvested Shares and receive any cash dividends declared thereon.  If, from time to time while the Escrow Holder
is holding Unvested Shares, there is any stock dividend, stock split or other
change in or respecting the Shares, any and all new, substituted or additional securities
to which the Stockholder is entitled by reason of his or her ownership of the
Unvested Shares shall be immediately subject to this escrow, deposited with the
Escrow Holder and included thereafter as “Unvested Shares” for purposes of this
Agreement and the repurchase option of the Company.


 


It is understood and agreed that should any dispute
arise with respect to the delivery, ownership or right of possession of the
Shares or other securities held by the Escrow Holder hereunder, the Escrow
Holder is authorized and directed to retain in its possession without


 


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liability to anyone all or any part of said Shares or other securities
until such dispute shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but it shall be under no duty whatsoever to institute or defend
any such proceedings.


 


All reasonable costs, fees and disbursements incurred
by the Escrow Holder in connection with the performance of its duties hereunder
shall be borne by the Company.


 


With the consent of the Company the Escrow Holder may
appoint a successor Escrow Holder from time to time.


 


The Escrow Holder shall not be required to sign this
Agreement in order for the foregoing provisions to be effective.


 


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


 


9.             Failure
to Deliver Shares.  If any
Stockholder (or his or her legal representative) who has become obligated to
sell Shares hereunder shall fail to deliver such Shares to the Company in
accordance with the terms of this Agreement, the Company may, at its option, in
addition to all other remedies it may have, send to such Stockholder by
registered mail, return receipt requested, the purchase price for such Shares
as is herein specified.  Thereupon, the
Company: (i) shall cancel on its books the certificate or certificates
representing such Shares to be sold; and (ii) shall issue, in lieu
thereof, a new certificate or certificates in the name of the Company representing
such Shares, and thereupon all of such Stockholder’s rights in and to such
Shares shall terminate.


 


10.           Arbitration.  Any dispute, controversy, or claim arising
out of, in connection with, or relating to the performance of this Agreement or
its termination shall be settled by arbitration in Massachusetts, pursuant to
the rules then obtaining of the American Arbitration Association.  Any award shall be final, binding and
conclusive upon the parties and a judgment rendered thereon may be entered in
any court having jurisdiction thereof.


 


11.           Provision
of Documentation to Stockholder.  By
signing this Agreement the Stockholder acknowledges receipt of a copy of this
Agreement and a copy of the Plan.


 


 


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12.                                 Miscellaneous.


 


(a)           Notices.  All notices hereunder shall be in writing and
shall be deemed given when sent by certified or registered mail, postage
prepaid, return receipt requested, if to the Stockholder, to the address set
forth on the cover page hereof or at the address shown on the records of the
Company, and if to the Company, to the Company’s principal executive offices,
attention of the Corporate Secretary.


 


(b)           Entire Agreement; Modification.  This Agreement constitutes the entire
agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement.  This Agreement may be modified, amended or
rescinded only by a written agreement executed by both parties.


 


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


 


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


 


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


 


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


 


(g)           Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of Delaware without giving effect to
the principles of the conflicts of laws thereof.


 


(h)           No Obligation to Continue Business
Relationship.  Neither the Plan, nor
this Agreement, nor any provision hereof imposes any obligation on the Company
to continue the Stockholder’s Business Relationship with the Company.


 


* * * * *


 


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STOCK POWER


 


                FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________, an aggregate of
__________________ shares of common stock, $.01 par value per share (the
“Shares”), of Omtool, Ltd. (the “Corporation”), a Delaware corporation,
represented by Certificates(s) No. ______, standing in my name on the books
of said Corporation, and do hereby irrevocably constitute and appoint the
Corporation as attorney-in-fact to transfer the Shares in the books of the
Corporation with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
   

  
	
  Witness: