exv10w1w3



 






EXHIBIT 10.1.3




Raindance Communications, Inc.

2000 Equity Incentive Plan



Stock Purchase Agreement



     Raindance Communications, Inc. (the “Company”) wishes to sell to you, and you wish to
purchase, shares of Common Stock from the Company, pursuant to the provisions of the Company’s 2000
Equity Incentive Plan (the “Plan”).



     Therefore, pursuant to the Stock Award Grant Notice (“Grant Notice”) and this Stock Purchase
Agreement (“Agreement”) (collectively, the “Award”), the Company grants you the right to purchase
the number of shares of Common Stock indicated in the Grant Notice. Defined terms not explicitly
defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.



     The details of your Award are as follows:



     1.     Agreement to Purchase. You hereby agree to purchase from the Company, and the
Company hereby agrees to sell to you, the aggregate number of shares of Common Stock specified in
your Grant Notice at the specified Purchase Price per Share. You may not purchase less than the
aggregate number of shares specified in the Grant Notice.



     2.     Closing. The purchase and sale of the shares shall be consummated as follows: you
may purchase the shares by delivering the Total Purchase Price specified in your Grant Notice to
the Secretary of the Company, or to such other person as the Company may designate, during regular
business hours, on the Closing Date specified in the Grant Notice (or at such other time and place
as you and the Company may mutually agree upon in writing) along with such additional documents as
the Company may then require.



     3.     Method of Payment. You may make payment of the Purchase Price in cash or by
check.



     4.     Vesting. The shares you purchase will be immediately vested.



     5.     Number of Shares and Purchase Price. The number of shares subject to your Award
and your Purchase Price may be adjusted from time to time for Capitalization Adjustments, as
provided in the Plan.



     6.     Securities Law Compliance. You will not be issued any shares under your Award
unless the shares are either (a) then registered under the Securities Act or (b) the Company has
determined that such issuance would be exempt from the registration requirements of the Securities
Act. Your Award must also comply with other applicable laws and regulations governing the Award,
and you will not receive such shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.



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     7.     Restrictions on Transfer.  You agree that the Company (or a representative of the
underwriters) may, in connection with an underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any shares of Common Stock or other
securities of the Company held by you under the Award, for a period of time specified by the
underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the
registration statement of the Company filed under the Securities Act. You further agree to execute
and deliver such other agreements as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are necessary to give further effect
thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your Common Stock until the end of such period.



     8.     Restrictive Legends. The shares issued under your Award shall be endorsed with
appropriate legends determined by the Company.



     9.     Award not a Service Contract. Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or on the part of the
Company or an Affiliate to continue your employment. In addition, nothing in your Award shall
obligate the Company or an Affiliate, their respective shareholders, boards of directors, Officers
or Employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate.



     10.      Withholding Obligations.




       (a)     Except as set forth in Section 3, at the time your Award is made, or at any time
thereafter as requested by the Company, you hereby authorize withholding from payroll and any other
amounts payable to you, and otherwise agree to make adequate provision for, or payment of, any sums
required to satisfy the federal, state, local, foreign or other required tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with your Award.



       (b)     Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied,
the Company shall have no obligation to issue a certificate for such shares or release such shares
from any escrow provided for herein.



     11.     Notices. Any notices provided for in your Award or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     12.      Miscellaneous.




       (a)      The rights and obligations of the Company under your Award shall be
transferable to any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of
the Company.



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       (b)     You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of your
Award.



       (c)     You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.



     13.     Governing Plan Document. Your Award is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award
and those of the Plan, the provisions of the Plan shall control.




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