exv10wi






Exhibit
10(i)




SHARE PURCHASE

AND SHAREHOLDERS AGREEMENT




     This Share Purchase and Shareholders Agreement (this “Agreement”) is made as of
____________________among Stratus Technologies Group, S.A., a Luxembourg company (the “Company”),
the individual identified on the signature page hereof (“Employee”) and the direct or indirect
subsidiary of the Company that employs the Employee identified on the signature page hereof (the
“Employer”).



R E C I T A L S




     A. Employee is an employee of the Employer.



     B. The Employer and the Company desire to provide Employee with an opportunity to acquire a
proprietary interest in the Stratus Group (as hereinafter defined) through an issuance and sale of
Shares (as hereinafter defined) to encourage Employee’s contribution to the success and progress of
the Stratus Group.



     C. The parties hereto desire to set forth herein certain agreements regarding their rights and
obligations with respect to the Shares.



AGREEMENTS




     NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein,
intending to be legally bound, the parties hereto agree as follows:



     1. Definitions. Capitalized terms used herein shall have the following meanings:



          “Act” means the Securities Act of 1933, as amended.




          “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such Person. A Person
will be deemed to control a corporation if such Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.




          “Business Day” means any day other than a Saturday, Sunday, federal holiday or other day on
which commercial banks in New York City are authorized or required to close under the laws of the
State of New York.




          “Company Board” means the Board of Directors of the Company (and any successor thereto).




          “Consolidation Transaction” means a transaction or series of related transactions (including
mergers, reorganizations, liquidations, share exchangers and/or consolidations involving the
Company and one or more of its direct and indirect wholly owned subsidiaries) effected to implement
a reorganization of the Company (and one or more of such subsidiaries)






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(or similar transactions) that does not result in a material change in beneficial ownership of
the voting securities of the Company or its successor.




          “Custody Agent” shall have the meaning specified in Section 2(b) hereof.




          “Encumbrances” has the meaning specified in Section 5 hereof.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Family Transfer” means a transfer by gift or testamentary disposition to one or more members
of Employee’s Immediate Family, to a trust solely for the benefit of the Employee and/or his or her
Immediate Family or to a partnership or limited liability company the partners or shareholders of
which are limited to the Employee and his or her Immediate Family (provided all such transferees
remain subject to this Agreement).




          “Immediate Family” means the Employee’s spouse, children or grandchildren (including adopted
and stepchildren and grandchildren).




          “Initial Public Offering” means the consummation of an underwritten public offering of Common
Stock pursuant to a registration statement that has been declared effective under the Act, if as a
result of such offering (i) the Company becomes a reporting company under Section 12(b) or 12(g) of
the Exchange Act, and (ii) such stock is traded on the New York Stock Exchange or the American
Stock Exchange, or is quoted on the Nasdaq National Market System or is traded or quoted on any
other national stock exchange or national securities system.




          “Investcorp Investors,” at any date of determination, means all of the following who are then
holders of Common Stock: Investcorp Bank E.C. and its Affiliates and any other investor with whom
Investcorp Bank E.C. or any Affiliate thereof has an administrative relationship.




          “Person” means an individual, partnership, joint venture, limited liability company,
corporation, trust, unincorporated organization or a government or any department or agency
thereof.




          “Pre-IPO Restricted Period” has the meaning specified in Section 3(a) hereof.




          “Repurchase Notice” has the meaning specified in Section 3(c) hereof.




          “Repurchase Right” has the meaning specified in Section 3(c) hereof.




          “Shares” means the shares to be purchased by Employee pursuant to Section 2(a) hereof, and any
shares of capital stock issued in respect thereof to the extent set forth in Section 9 hereof.




          “Stratus Group” means the Company and its direct and indirect subsidiaries.




          “Transfer” means a sale, assignment, pledge, hypothecation or other encumbrance or disposition
of any Shares, whether direct or indirect, whether voluntary or involuntary and whether for
consideration or without consideration.




          “Transfer Notice” has the meaning specified in Section 3(b) hereof.







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     2. Purchase and Sale of Shares.



          (a) Purchase and Sale. Contemporaneously with the execution and delivery of this
Agreement, Employee shall purchase from the Company and the Company shall sell to Employee the
number of ordinary shares of the Company indicated as the “Purchased Shares” on the signature page
hereof for a purchase price of $______ cash per share. Employee shall promptly pay the total
purchase price for the Shares by check, banker’s draft or wire transfer to such account as the
Company may designate. Following confirmation that the Company has received cash funds
representing the aggregate purchase price for the Purchased Shares, certificates representing such
Shares registered in the name of the Employee shall be delivered by the Company to the Employee at
the address provided by Employee on the signature page hereof.




          (b) Power of Attorney. Employee hereby makes, constitutes and appoints Frederick
Prifty and Robert Laufer, and each of them, and any other individual or individuals appointed by
the Company Board, and each of them (each individually, a “Custody Agent”), as true and lawful
attorneys-in-fact and agents with the full power of substitution and resubstitution for Employee
and in his name, place and stead, in any and all capacities to ratify, execute and deliver on
behalf of Employee any agreements, instruments, waivers or consents associated with a Consolidation
Transaction, including the delivery of the stock certificates representing the Shares and execution
of any related stock powers. Employee grants such Custody Agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises
in connection with such Consolidation Transaction, as fully as to all intents and purposes as
Employee might or could do in person, and hereby ratifies and confirms all that such Custody Agent
may lawfully do or cause to be done by virtue hereof. All actions taken by any Custody Agent shall
be at the direction of the Company Board.




     3. Restrictions on Transfers of the Shares; Legend.



          (a) Transfer Restrictions. During the period beginning on the date hereof and ending
on the Initial Public Offering (such period, the “Pre-IPO Restricted Period”), Employee shall not
Transfer any of the Shares, other than pursuant to a Family Transfer, unless: (i) Employee has
complied with the requirements specified in Section 3(b) hereof, (ii) the Company has not delivered
to Employee the Repurchase Notice pursuant to Section 3(c) hereof within the time period specified
therein and (iii) the proposed transferee signs and delivers to the Company and the Employer prior
to the Transfer of any Shares to such proposed transferee, an agreement in such form as the Company
may reasonably specify pursuant to which such proposed transferee agrees to be bound by the terms
of this Agreement as if such transferee were the named Employee.




          (b) Transfer Notice. If Employee desires to Transfer any Shares during the Pre-IPO
Restricted Period (other than pursuant to a Family Transfer), Employee (or his or her legal
representative) shall, at least twenty (20) Business Days prior to the proposed closing date of the
proposed Transfer, provide the Company with written notice (the “Transfer Notice”) of the proposed
Transfer containing the following:




     (i) the name and address of the Employee and the proposed transferee;



     (ii) the number of Shares proposed to be transferred;



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     (iii) the proposed purchase price per Share; and



     (iv) a statement confirming that the proposed transferee has agreed to be bound by the
terms and conditions of this Agreement.



          (c) Repurchase Right. In the event of any proposed Transfer any of Shares during the
Pre-IPO Restricted Period (other than pursuant to a Family Transfer), the Company (or its designee)
shall have the right (the “Repurchase Right”) to purchase all, but not less than all, of the Shares
subject to such proposed Transfer. The purchase price for the Shares shall be equal to the price
specified in the Transfer Notice; provided, that, in the case of any testamentary Transfer or any
involuntary Transfer, the purchase price shall be the fair market value as determined in good faith
by the Company Board. The Repurchase Right shall be exerciseable by giving a written notice (the
“Repurchase Notice”) to Employee within fifteen (15) Business Days of receiving the Transfer
Notice. The Company shall have the right to assign this Repurchase Right to any other Person in
accordance with Section 20 hereof. In the case of any involuntary Transfer of Shares, the
Repurchase Right shall be exerciseable at any time by giving a Repurchase Notice to the holder of
the Shares. If the Company (or its designee) has given a Repurchase Notice in a timely manner,
Employee (or his or her legal representative or transferee) shall sell and the Company (or its
designee) shall purchase the Shares at such time and place, within twenty (20) Business Days after
the giving of the Repurchase Notice, as the Company (or its designee) shall designate. At such
time and place, the Company (or its designee) shall pay the purchase price for the Shares and the
Employee shall deliver endorsed certificates to the Company (or its designee). If the Company (or
its designee) does not purchase the Shares, the Shares may be Transferred in accordance with this
Section 3.




          (d) Legend. All certificates representing the Shares shall, in addition to other
legends that may be required by state, federal or foreign securities laws, bear the following
legends, unless otherwise determined by counsel to the Company:





     “THESE SECURITIES ARE SUBJECT TO CERTAIN DRAG-ALONG AND TAG-ALONG RIGHTS AS
SET FORTH IN SHARE PURCHASE AND STOCKHOLDERS AGREEMENT BETWEEN THE ORIGINAL
PURCHASER OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE CORPORATION (THE
“SHAREHOLDERS AGREEMENT”). IN ADDITION, AS SPECIFIED IN THE SHAREHOLDERS
AGREEMENT, THE SALE AND TRANSFERABILITY OF THESE SECURITIES ARE SUBJECT TO
RESTRICTION. ANY ATTEMPTED SALE OR TRANSFER OF THESE SECURITIES WHICH DOES NOT
COMPLY APPLICABLE PROVISIONS OF THE SHAREHOLDERS AGREEMENT SHALL BE VOID.




     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE OF FOREIGN JURISDICTION AND MAY BE REOFFERED AND
SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.”



     4. Drag-Along Rights and Tag-Along Rights. The Shares shall be subject to the
provisions set forth on Exhibit A attached hereto and hereby incorporated by reference
herein.



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     5. Transfer of Shares; Void Transfers of Shares. In connection with any purchase and
sale of shares under Sections 3 or 4 hereof, Employee shall transfer the Shares to the purchaser
free and clear of all liens, encumbrances, mortgages, pledges, security interests, restrictions,
prior assignments and claims of any kind or nature whatsoever (collectively “Encumbrances”) except
for the Encumbrances created by this Agreement.



     6. Intentionally Left Blank.



     7. Representations and Acknowledgments of Employee.



          (a) Employee hereby represents and warrants to the Company and the Employer as follows:





     (i) The Shares will be acquired for investment for Employee’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any
part thereof. Employee has no present intention of selling, granting any
participation in, or otherwise distributing the same. Employee does not have any
contract, undertaking, agreement or arrangement with any Person to sell, Transfer
or grant participation to such Person or any third Person with respect to any of
the Shares.




     (ii) Employee has received all the information he considers necessary or
appropriate for deciding whether to acquire the Shares. Employee has had an
opportunity to ask questions and receive answers from the Company regarding the
Company and the terms and conditions of this Agreement.




     (iii) Employee is able to bear the economic risk of this investment and is
capable of evaluating the merits and risks of this investment. Employee
understands that an investment in the Shares will be an illiquid investment and
could remain so indefinitely. Employee understands that Employee’s interest in the
Company may be subject to dilution based on additional share issuances authorized
by the Company Board (and, to the extent such authorization is required by
applicable law, the shareholders of the Company).




     (iv) Employee has full power and authority to enter into this Agreement and
to perform his or her obligations hereunder and to consummate the transactions
contemplated herein. This Agreement is a valid and binding agreement of Employee,
enforceable against him or her in accordance with its terms.



          (b) Employee hereby acknowledges that the Shares are being issued to Employee without
registration or other qualification under any applicable securities law, and that Employee cannot
Transfer any Shares except in full compliance with all applicable laws, including securities laws
and as otherwise limited hereby.




     8. Notices. All notices, requests, demands and other communications pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered,
telexed or telecopied to, or, if mailed, when received by, the other party at the following
addresses (or at such other address as shall be given in writing by either party to the other):



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If to the Company or Employer:



Stratus Technologies Group, S.A.



C/O Stratus Technologies, Inc.

111 Powdermill Road

Maynard, Massachusetts 01754

Attention: General Counsel



If to Employee, to the address set forth on the signature page hereof.




     9. Recapitalizations, Exchanges, Etc. Affecting Shares. Unless otherwise expressly
provided by resolution of the Company Board in connection with a specific transaction, the
provisions of this Agreement shall apply to any and all shares in the capital of the Company or any
successor or assign of the Company that may be issued in respect of, in exchange for, or in
substitution of, the Shares by reason of any share dividend, share split, share issuance, reverse
share split, combination, recapitalization, reclassification, merger, consolidation or otherwise,
including a Consolidation Transaction. In the event of any one or more reorganizations,
recapitalizations, mergers, acquisitions, share splits, reverse share splits, share dividends,
Consolidation Transactions or similar events, an appropriate adjustment shall be made as determined
by the Company Board in the number and kind of shares. No fractional interests shall be issued on
account of any such adjustment unless the Company Board specifically determines to the contrary.
Nothing contained shall (i) prohibit or restrict the Company from taking any corporate action,
including, without limitation, declaring any dividend (whether in cash or shares), or engaging in
any corporate transaction of any kind, including, without limitation, any merger, consolidation,
liquidation, sale of assets or Consolidation Transaction or (ii) impose any consent or approval
requirement not otherwise required by applicable law or the Company’s articles of association.



     10. Modification and Waiver.



          (a) This Agreement may not be modified or amended except in a writing signed by each of the
parties hereto. No waiver shall be effective hereunder unless in a writing signed by the waiving
party.




          (b) No waiver by a party of a breach hereof by any other party shall be deemed to constitute a
waiver of a future breach, whether of a similar or dissimilar nature, except to the extent
specifically provided in any written waiver.




     11. Governing Law. This Agreement shall be governed by and construed and interpreted
in accordance with the internal laws (ignoring the principles of conflicts of laws) of the State of
New York and all questions relating to the validity and performance hereof and remedies hereunder
shall be determined in accordance with such law.



     12. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same Agreement.



     13. Captions. The captions used herein are for ease of reference only and shall not
define or limit the provisions hereof.



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     14. Entire Agreement. This Agreement, together with any other agreements, plans or
documents implementing the terms of this Agreement, constitute the entire agreement between the
parties hereto relating to the matters encompassed hereby and supersede any prior oral or written
agreements relating to such matters.



     15. Severability. In the event that any provision of this Agreement is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision
shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable,
or otherwise deleted, and the remainder of this Agreement shall not be affected except to the
extent necessary to reform or delete such illegal, invalid or unenforceable provision.



     16. Further Assurances. Each party shall cooperate and take such action as may be
reasonably requested by another party in order to carry out the provisions and purposes of this
Agreement.



     17. Remedies. In the event of a breach by any party to this Agreement of its
obligations under this Agreement, any party injured by such breach, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, shall be entitled to specific
performance of its rights under this Agreement. The parties agree that the provisions of this
Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law,
including monetary damages, for breach of any such provision will be inadequate compensation for
any loss and that any defense in any action for specific performance that a remedy at law would be
adequate is hereby waived.



     18. Not An Employment Contract. Nothing in this Agreement or any other instrument
executed pursuant hereto shall confer upon Employee any right to continue in the employ of the
Employer or any Affiliate of the Employer or shall affect the right of the Employer or any
Affiliate of the Employer to terminate the employment of Employee with or without cause.



     19. Arbitration. The parties shall use their best efforts and good will to settle all
disputes by amicable negotiations. Any claim, dispute, disagreement or controversy arising under
this Agreement which has not been resolved by amicable negotiations, including as to its execution,
binding effect, amendment or termination, shall be resolved, to the exclusion of the ordinary
courts, by a single arbitrator in accordance with the rules of the American Arbitration
Association. The decision of the arbitrator shall be final and binding, and the parties hereby
waive all rights to challenge the award. The place of arbitration shall be New York, New York.
Each party shall bear its, his or her own costs and expenses in any such arbitration and one-half
of the arbitrator’s fees and expenses.



     20. Assignment. Except as and only to the extent expressly set forth herein Employee
shall have no right to assign any of his rights or delegate any of his duties under this Agreement
without the prior written consent of the Company, and any attempt to do so shall be void. The
Company and/or Employer shall have the right to assign their rights and delegate their duties under
this Agreement in connection with a transaction or series of related transactions which involve the
sale or transfer of 50% or more of the assets, business or voting control of the Stratus Group. In
addition, the Company shall have the right to assign its rights and delegate its duties hereunder
to its successor in any Consolidation Transaction.



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     21. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective permitted successors and assigns.



     22. Delivery of Financial Statements. Until the Initial Public Offering, the Company
shall deliver to Employee quarterly and annual consolidated financial statements of the Stratus
Group; provided, however, that Employee agrees to treat such information as
confidential and to enter into such confidentiality agreements with the Employer or the Company
relating to such materials as reasonably requested by the Employer or the Company.



     IN WITNESS WHEREOF, this Agreement is entered into as of the date first above written.



	 	 	 	 	 

	Name of Employee:
	 	 	 	 
	 
	Address of Employee:
	 	 	 	 
	 
	Name of Employer:

	 	 	 	 
	 
	Number of Purchased Shares:
	 	 	 	 
	 
	Aggregate Purchase Price:
	 	Stratus Technologies, Inc.	 	 
	 
	 
	 	 	 	 
	 

	 	SIGNATURES:	 	 
	 
	 
	 	 	 	 
	EMPLOYEE

	 	STRATUS TECHNOLOGIES GROUP, S.A.	 	 
	 

	 	(LUXEMBOURG)	 	 
	 
	 
	 	 	 	 
	 

Name:

	 	 

By:
	 	 
	 

	 	Its: Authorized Signatory	 	 





SP1.doc/2004






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EXHIBIT A




DRAG-ALONG AND TAG-ALONG RIGHTS




     1. Definitions. Capitalized terms used in this Exhibit shall have the following
meanings:



          “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such Person. A Person
will be deemed to control a corporation if such Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.




          “Approved Sale” means a transaction or a series of related transactions which results in a
bona fide, unaffiliated change of economic beneficial ownership of the Stratus
Group or its business of greater than 50%, whether pursuant to the sale of the stock of the
Company, the sale of the assets of the Company (if combined with a distribution of net proceeds to
shareholders), or a merger or consolidation (other than a sale of stock by an Investcorp Investor
to another Investcorp Investor or in connection with a Consolidation Transaction).




          “Business Day” means any day other than a Saturday, Sunday, federal holiday or other day on
which commercial banks in New York City are authorized or required to close under the laws of the
State of New York.




          “Common Stock” means the ordinary shares, nominal value $1.50, of the Company.




          “Company” means Stratus Technologies Goup, S.A., a Luxembourg company, or a successor thereto,
including without limitation a successor in a Consolidation Transaction.




          “Consolidation Transaction” means a transaction or series of related transactions (including
mergers, reorganizations, liquidations, share exchanges and/or consolidations involving the Company
and one or more of its direct and indirect wholly owned subsidiaries) effected to implement a
reorganization of the Company (and one or more of such subsidiaries) (or similar transactions) that
does not result in a material change in beneficial ownership of the voting securities of the
Company or its successor.




          “Drag-along notice” has the meaning specified in Section 2(a) hereof.




          “Initial Public Offering” means the sale of any of the Shares pursuant to a registration
statement that has been declared effective under the Act, if as a result of such sale (i) the
Company becomes a reporting company under Section 12(b) or 12(g) of the Exchange Act, and (ii) such
stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the
Nasdaq National Market System or is traded or quoted on any other national stock exchange or
national securities system.




          “Investcorp Investors,” at any date of determination, means all of the following who are then
holders of Common Stock: Investcorp Bank E.C. and its Affiliates and any other investor with whom
Investcorp Bank E.C. or any Affiliate thereof has an administrative relationship.




          “Person” means an individual, partnership, joint venture, limited liability company,
corporation, trust, unincorporated organization or a government or any department or agency
thereof.




          “Pro Rata Portion” has the meaning specified in Section 2(a) hereof.




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          “Shareholder” means (i) each Employee covered by a Share Purchase and Shareholders Agreement
to which this Exhibit A is attached to and incorporated by reference and (ii) each Optionee,
covered by a Stock Option Agreement to which this Exhibit A is attached to and incorporated.




          “Shares” means any shares of Common Stock owned by Shareholder at the relevant times covered
by this Exhibit.




          “Tag-along notice” has the meaning specified in Section 2(a) hereof.




     2. Drag-Along Rights and Tag-Along Rights.



          (a) The Company, acting by resolution of its Board, shall have the right, exerciseable by
giving written notice (the “drag-along notice”) to Shareholder within 30 Business Days after the
giving of a transaction notice to Shareholder with respect to an Approved Sale, to compel
Shareholder to sell a Pro-Rata Portion of his Shares to the party acquiring or that has acquired
control of the Stratus Group in an Approved Sale on substantially the same material terms as those
applicable to the sale of the ownership interest to such party in the transaction that constitutes
such Approved Sale. If the Company does not exercise this right, Shareholder shall have a one-time
right, exerciseable within ten (10) Business Days after the expiration of such thirty (30) Business
Days by giving written notice to the Company (the “tag-along notice”), to participate in the
transaction that constitutes the Approved Sale and to sell a Pro-Rata Portion of his Shares on
substantially the same material terms as those applicable to the sale of the ownership interest to
the party acquiring or that has acquired control of the Stratus Group in the Approved Sale, and the
Company shall take such actions as may be necessary to accommodate such participation or, if the
Company is unable to do so, the Company shall have and shall exercise, or shall assign to any other
Person which shall exercise, the right to purchase a Pro-Rata Portion of the Shares on
substantially the same material terms. As used herein, “Pro-Rata Portion” means the percentage of
the total ownership interest in the Stratus Group being acquired by the party acquiring or that has
acquired control of the Stratus Group in the Approved Sale. Any sale of Shares shall be deemed to
be “on substantially the same material terms” if the value received by the Shareholder is the same
as the value received by other shareholders, even if the form of consideration received by the
Shareholder is cash rather than such other property as may be received by the other shareholders.




          (b) If the Company delivers a drag-along notice or Shareholder delivers a tag-along notice,
Shareholder shall cooperate with the Company and take all such actions as the Company may
reasonably request to effect such Approved Sale as efficiently as possible. Without limiting the
generality of the foregoing, Shareholder shall enter into such agreements with the Company, its
shareholders and any other parties to the transactions constituting the Approved Sale as the
Company may reasonably request.




     3. Termination. The provisions of this Exhibit shall (a) expire upon, and shall not
apply to, an Initial Public Offering and (b) have no further effect following implementation of the
provisions of this Exhibit in connection with an Approved Sale.




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