Exhibit 10.18


 


CA HOLDING, INC.


 


2005 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK PURCHASE AGREEMENT


 


1.             Sale and
Purchase of Restricted Stock.


 


(a)           Sale and
Purchase.  CA Holding, Inc.,
a Delaware corporation (the “Company”), hereby issues and sells to the Grantee
(the “Grantee”) named in the Notice of Restricted Stock Award (the “Notice”),
and Grantee hereby purchases the Total Number of Shares of Series B-1
Contingent Preferred Stock (the “Shares”) at the Purchase Price per Share set
forth in the Notice (the “Purchase Price”) subject to the terms and provisions
of the Notice, this Restricted Stock Purchase Agreement (the “Purchase
Agreement”) and the Company’s 2005 Equity Incentive Plan, as amended from time
to time (the “Plan”), which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Purchase
Agreement.


 


(b)           Delivery of
Payment.  Concurrently with the delivery
of this Purchase Agreement to the Company, the Grantee shall deliver to the
Company the full Purchase Price for the Shares, either in cash, check or
delivery of Grantee’s promissory note with such recourse, interest, security,
and redemption provisions as the Administrator determines as appropriate (but only to the extent that the acceptance or
terms of the promissory note would not violate an Applicable Law).


 


(c)           Rights as
Stockholder.  Until the
stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Shares, notwithstanding
the purchase of the Shares.  The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Shares are purchased.  No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 10 of
the Plan.


 


The Grantee shall enjoy rights as a stockholder until
such time as the Grantee disposes of the Shares or the Company and/or its
assignee(s) exercises the Repurchase Right or Right of First Refusal.  Upon such exercise, the Grantee shall have no
further rights as a holder of the Shares so purchased except the right to
receive payment for the Shares so purchased in accordance with the provisions
of the Purchase Agreement, and the Grantee shall forthwith cause the
certificate(s) evidencing the Shares so purchased to be surrendered to the
Company for transfer or cancellation.


 


2.             Restriction on
Transfer of the Shares. 
Except as otherwise provided herein, Grantee may not, voluntarily or
involuntary, sell, transfer, assign, pledge, hypothecate or 


 

















 


otherwise dispose of any of the Shares (or any
right, title or interest therein).  Any
purported transfer, except in strict compliance with the terms and conditions
of this Purchase Agreement, shall be null and void and convey no right, title
or interest in and to the Shares. 
Notwithstanding the foregoing, the Shares may be transferred by the
Grantee (i) upon Grantee’s death by will or by the laws of descent and
distribution, or (ii) during Grantee’s lifetime by gift, pursuant to a
domestic relation order or to members of Grantee’s Immediate Family; provided
that the Shares shall continue to be subject to the restrictions, rights and
obligations of this Agreement, and such transfer shall be ineffective unless
the transferee agrees in writing to be bound by the terms hereof as if such
transferee were an original party hereto.


 


3.             The Company’s
Repurchase Rights.  The Company
shall have the right to repurchase all or less than all the Shares as follows
(the “Repurchase Right”) upon termination of the Grantee’s Continuous Service:


 


(a)           Exercise.  The right to repurchase must be exercised, if
at all, within ninety (90) days of the termination of the Grantee’s Continuous
Service (the “Repurchase Period”).


 


(b)           Payment Terms.  The consideration payable for the Shares upon
exercise of the Repurchase Right shall be made in cash or by cancellation of
purchase money indebtedness within the Repurchase Period.  The amount of such consideration shall be (i) equal
to the original purchase price paid by Grantee for each such Share; provided,
that the right to repurchase such Shares at the original purchase price shall
lapse at the rate of at least twenty percent (20%) of the Shares subject to the
Award per year over five (5) years from the date the Award is granted, and
(ii) with respect to the Shares, other than Shares subject to repurchase
at the original purchase price pursuant to clause (i) above, not less than
the Fair Market Value of the Shares to be repurchased on the date of
termination of Grantee’s Continuous Service.


 


(c)           Termination of
Repurchase Right.  The
Repurchase Right described in clause (i) of Section 3(b), shall
terminate on the Registration Date.  The
Repurchase Right described in clause (i) and (ii) of Section 3(b) shall
terminate upon a Corporate Transaction.


 


(d)           Additional
Shares or Substituted Securities.  In the event of any transaction described in
Sections 10 or 11 of the Plan, any new, substituted or additional securities or
other property which is by reason of any such transaction distributed with
respect to the Shares shall be immediately subject to the Repurchase Right, but
only to the extent the Shares are at the time covered by such right.


 


(e)           Assignment.  Whenever the Company shall have the right to
purchase Shares under the Repurchase Right, the Company may designate and
assign one or more employees, officers, directors or stockholders of the
Company or other persons or organizations, to exercise all or a part of the
Company’s Repurchase Right.


 


(f)            Non-Exercise.  If the Company and/or its assigns do not
collectively elect to exercise the Repurchase Right within the Repurchase
Period or such earlier time, then the Grantee may continue to hold the Shares,
subject to the Company’s Right of First Refusal as set forth in Paragraph 4
below.


 


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4.             Company’s Right
of First Refusal.


 


(a)           Transfer Notice.  Neither the Grantee nor a transferee (either
being sometimes referred to herein as the “Holder”) shall sell, hypothecate,
encumber or otherwise transfer any Shares or any right or interest therein
without first complying with the provisions of this Section 4 or obtaining
the prior written consent of the Company. 
In the event the Holder desires to accept a bona fide third-party offer
for any or all of the Shares, the Holder shall provide the Company with written
notice (the “Transfer Notice”) of:


 


(i)            The Holder’s
intention to transfer;


 


(ii)           The name of the
proposed transferee;


 


(iii)          The number of
Shares to be transferred; and


 


(iv)          The proposed
transfer price or value and terms thereof.


 


If the Grantee proposes to transfer any Shares to more
than one transferee, the Grantee shall provide a separate Transfer Notice for
the proposed transfer to each transferee. 
The Transfer Notice shall be signed by both the Grantee and the proposed
transferee and must constitute a binding commitment of the Grantee and the
proposed transferee for the transfer of the Shares to the proposed transferee
subject to the terms and conditions of this Purchase Agreement.


 


(b)           Bona Fide
Transfer.  If the
Company determines that the information provided by the Grantee in the Transfer
Notice is insufficient to establish the bona fide nature of a proposed
voluntary transfer, the Company shall give the Grantee written notice of the
Grantee’s failure to comply with the procedure described in this Section 4,
and the Grantee shall have no right to transfer the Shares without first
complying with the procedure described in this Section 4.  The Grantee shall not be permitted to
transfer the Shares if the proposed transfer is not bona fide.


 


(c)           First Refusal
Exercise Notice.  The Company
shall have the right to purchase (the “Right of First Refusal”) all but not
less than all, of the Shares which are described in the Transfer Notice (the “Offered
Shares”) at any time within ninety (90) days after receipt of the Transfer
Notice (the “First Refusal Period”).  The
Offered Shares shall be repurchased at (i) the per share price or value
and in accordance with the terms stated in the Transfer Notice (subject to Section 4(d) below)
or (ii) the Fair Market Value of the Shares on the date on which the
purchase is to be effected if no consideration is paid pursuant to the terms
stated in the Transfer Notice, which Right of First Refusal shall be exercised
by written notice (the “First Refusal Exercise Notice”) to the Holder.


 


(d)           Payment Terms.  The Company shall consummate the purchase of
the Offered Shares on the terms set forth in the Transfer Notice within 30 days
after delivery of the First Refusal Exercise Notice; provided, however, that in
the event the Transfer Notice provides for the payment for the Offered Shares
other than in cash, the Company and/or its assigns shall have the right to pay
for the Offered Shares by the discounted cash equivalent of the consideration
described in the Transfer Notice as reasonably determined by the
Administrator.  


 


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Upon payment for the Offered Shares to the Holder or
into escrow for the benefit of the Holder, the Company or its assigns shall
become the legal and beneficial owner of the Offered Shares and all rights and
interest therein or related thereto, and the Company shall have the right to
transfer the Offered Shares to its own name or its assigns without further action
by the Holder.


 


(e)           Assignment.  Whenever the Company shall have the right to
purchase Shares under the Right of First Refusal, the Company may designate and
assign one or more employees, officers, directors or stockholders of the
Company or other persons or organizations, to exercise all or a part of the
Company’s Right of First Refusal.


 


(f)            Non-Exercise.  If the Company and/or its assigns do not
collectively elect to exercise the Right of First Refusal within the First
Refusal Period or such earlier time if the Company and/or its assigns notifies
the Holder that it will not exercise the Right of First Refusal, then the
Holder may transfer the Shares upon the terms and conditions stated in the
Transfer Notice, provided that:


 


(i)            The transfer is
made within forty-five (45) days of the earlier of (A) the date the
Company and/or its assigns notify the Holder that the Right of First Refusal
will not be exercised or (B) the expiration of the First Refusal Period;
and


 


(ii)           The transferee
agrees in writing that such Shares shall be held subject to the provisions of
this Purchase Agreement.


 


The Company shall have the right to demand further
assurances from the Grantee and the transferee (in a form satisfactory to the
Company) that the transfer of the Offered Shares was actually carried out on
the terms and conditions described in the Transfer Notice.  No Offered Shares shall be transferred on the
books of the Company until the Company has received such assurances, if so
demanded, and has approved the proposed transfer as bona fide.


 


(g)           Expiration of
Transfer Period.  Following
such 45-day period, no transfer of the Offered Shares and no change in the
terms of the transfer as stated in the Transfer Notice (including the name of
the proposed transferee) shall be permitted without a new written Transfer
Notice prepared and submitted in accordance with the requirements of this Right
of First Refusal.


 


(h)           Termination of
Right of First Refusal.  The
provisions of this Right of First Refusal shall terminate as to all Shares upon
the earlier to occur of the Registration Date or a Corporate Transaction.


 


(i)            Additional
Shares or Substituted Securities.  In the event of any transaction described in
Sections 10 or 11 of the Plan, any new, substituted or additional securities or
other property which is by reason of any such transaction distributed with
respect to the Shares shall be immediately subject to the Right of First
Refusal, but only to the extent the Shares are at the time covered by such
right.


 


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5.             Representations
of the Grantee.


 


(a)           The Grantee
acknowledges that the Grantee has received, read and understood the Notice, the
Plan and the Purchase Agreement and agrees to abide by and be bound by their
terms and conditions.


 


(b)           Grantee is
aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Grantee is acquiring these Securities for
investment for Grantee’s own account only and not with a view to, or for resale
in connection with, any “distribution” thereof within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”).


 


(c)           Grantee
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon among other things, the bona fide nature of Grantee’s investment
intent as expressed herein.  Grantee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available.  Grantee
further acknowledges and understands that the Company is under no obligation to
register the Securities.  Grantee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company.


 


(d)           Grantee is
familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non public offering subject to the satisfaction of
certain conditions.  Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the
issuance of the Shares to the Grantee, such issuance will be exempt from
registration under the Securities Act. 
In the event the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by Rule 144,
including:  (1) the resale being
made through a broker in an unsolicited “broker’s transaction” or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934); and, in the case of an affiliate,
(2) the availability of certain public information about the Company,
(3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the
timely filing of a Form 144, if applicable.


 


In the event that the Company does not qualify under Rule 701
at the time of the issuance of the Shares, then the Securities may be resold in
certain limited circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than one year after the later of the date
the Securities were sold by the Company or the date the Securities were sold by
an affiliate of the Company, within the meaning of Rule 144; and, in the
case of acquisition of the Securities by an affiliate, or by a non affiliate
who subsequently holds the


 


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Securities less than two (2) years, the
satisfaction of the conditions set forth in sections (1), (2), (3) and
(4) of the paragraph immediately above.


 


(e)           Grantee further
understands that in the event all of the applicable requirements of Rule 701
or 144 are not satisfied, registration under the Securities Act, compliance
with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their
own risk.  Grantee understands that no
assurances can be given that any such other registration exemption will be
available in such event.


 


6.             Tax
Consultation.  The Grantee
understands that the Grantee may suffer adverse tax consequences as a result of
the Grantee’s purchase or disposition of the Shares.  The Grantee represents that the Grantee has
consulted with any tax consultants the Grantee deems advisable in connection
with the purchase or disposition of the Shares and that the Grantee is not
relying on the Company for any tax advice.


 


7.             83(b) Election.  The Grantee may wish to file with the
Internal Revenue Service an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986 (the “Code”), within thirty (30) days after the
purchase of the Shares, and the Grantee shall, concurrently with the filing of
such election, file a copy of such election with the Company.  A description of the tax consequences
applicable to the acquisition of the Shares and the form for making the Code Section 83(b) election
are set forth in Exhibit I.  GRANTEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES OF ACQUIRING THE SHARES AND THE ADVANTAGES AND DISADVANTAGES OF
FILING THE CODE SECTION 83(b) ELECTION.  GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S
SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER
CODE SECTION 83(b), EVEN IF GRANTEE REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.


 


8.             Taxes.  The Grantee agrees to satisfy all applicable
federal, state and local income and employment tax withholding obligations and
herewith delivers to the Company the full amount of such obligations or has
made arrangements acceptable to the Company to satisfy such obligations.


 


9.             Restrictive
Legends.  The Grantee understands and
agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
the Company or by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE 


 


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OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER, REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL IN FAVOR OF THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE PURCHASE AGREEMENT BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. 
SUCH TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND RIGHT OF FIRST REFUSAL
ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


10.          Lock-Up
Agreement.  The
Grantee, if requested by the Company and the lead underwriter of any public
offering of the Common Stock (the “Lead Underwriter”), hereby irrevocably
agrees not to sell, contract to sell, grant any option to purchase, transfer
the economic risk of ownership in, make any short sale of, pledge or otherwise
transfer or dispose of any interest in the Shares or in any Common Stock or any
securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire Common Stock (except Common Stock included in
such public offering or acquired on the public market after such offering)
during the 200-day period following the effective date of a registration
statement of the Company filed under the Securities Act of 1933, as amended, or
such shorter or longer period of time as the Lead Underwriter shall
specify.  The Grantee further agrees to
sign such documents as may be requested by the Lead Underwriter to effect the
foregoing and agrees that the Company may impose stop-transfer instructions
with respect to the Shares, such Common Stock or other securities subject to
the lock-up period until the end of such period.  The Company and the Grantee acknowledge that
each Lead Underwriter of a public offering of the Company’s stock, during the
period of such offering and for the lock-up period thereafter, is an intended
beneficiary of this Section 9.


 


11.          Stop Transfer
Notices.  In order to ensure compliance
with the restrictions on transfer set forth in this Purchase Agreement, the
Notice or the Plan, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own
records.


 


12.          Refusal to
Transfer.  The Company
shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of
this Purchase Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.


 


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13.          Entire
Agreement; Governing Law.  The
Notice, the Plan and this Purchase Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to
the Grantee’s interest except by means of a writing signed by the Company and
the Grantee.  Nothing in the Notice, the
Plan and this Purchase Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties.  The Notice, the Plan and this Purchase
Agreement are to be construed in accordance with and governed by the internal
laws of the State of Delaware without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Delaware to the rights and duties of the
parties.  Should any provision of the
Notice, the Plan or this Purchase Agreement be determined to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain
enforceable.


 


14.          Construction.  The captions used in the Notice and this
Purchase Agreement are inserted for convenience and shall not be deemed a part
of the Shares for construction or interpretation.  Except when otherwise indicated by the
context, the singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise.


 


15.          Administration
and Interpretation.  Any
question or dispute regarding the administration or interpretation of the
Notice, the Plan or this Purchase Agreement shall be submitted by the Grantee
or by the Company to the Administrator. 
The resolution of such question or dispute by the Administrator shall be
final and binding on all persons.


 


16.          Venue and
Waiver of Jury Trial.  The
Company, the Grantee, and any assignees of the Grantee agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or
this Purchase Agreement shall be brought in the United States District Court
for the District of Colorado (or should such court lack jurisdiction to hear
such action, suit or proceeding, in a Colorado state court in the City and
County of Denver) and that the parties shall submit to the jurisdiction of such
court.  The parties irrevocably waive, to
the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such
court.  THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION
OR PROCEEDING.  If any one or more
provisions of this Section 15 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application
valid and enforceable.


 


17.          Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery, upon deposit for delivery by an internationally recognized express
mail courier service or upon deposit in the United States mail by certified
mail (if the parties are within the United States), with postage and fees
prepaid, addressed to the other party at its address as shown in these
instruments, or to such other address as such party may designate in writing
from time to time to the other party.


 


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18.          Confidentiality.  The Company shall provide to the Grantee,
during the period the Shares are outstanding, copies of financial statements of
the Company at least annually.  The
Grantee understands and agrees that such financial statements are confidential
and shall not be disclosed by the Grantee, to any entity or person, for any
reason, at any time, without the prior written consent of the Company, unless
required by law.  If disclosure of such
financial statements is required by law, whether through subpoena, request for
production, deposition, or otherwise, the Grantee promptly shall provide
written notice to Company, including copies of the subpoena, request for
production, deposition, or otherwise, within five (5) business days
of their receipt by the Grantee and prior to any disclosure so as to provide
Company an opportunity to move to quash or otherwise to oppose the
disclosure.  Notwithstanding the
foregoing, the Grantee may disclose the terms of such financial statements to
his or her spouse or domestic partner, and for legitimate business reasons, to
legal, financial, and tax advisors.


 


END OF AGREEMENT


 


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EXHIBIT I


 


FEDERAL INCOME TAX CONSEQUENCES

AND SECTION 83(b) TAX ELECTION


 


Under Code Section 83, the excess of the Fair
Market Value of the Shares on the date any forfeiture restrictions applicable
to such shares lapse over the Purchase Price paid for such shares will be
reportable as ordinary income on the lapse date.  For this purpose, the term “forfeiture
restrictions” includes the right of the Corporation to repurchase the Shares
pursuant to the Repurchase Right. 
However, Optionee may elect under Code Section 83(b) to be
taxed at the time the Shares are acquired, rather than when and as such Shares
cease to be subject to such forfeiture restrictions.  Such election must be filed with the Internal
Revenue Service with in thirty days after the date of the Agreement.  The form for making this election is attached
as part of this exhibit.  FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY-DAY PERIOD
WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY OPTIONEE AS THE FORFEITURE
RESTRICTIONS LAPSE.


 


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SECTION 83(b) ELECTION


 


This statement is being made under Section 83(b) of
the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.


 


(1)           The taxpayer
who performed the services is:


 


Name:


Address:


Taxpayer Ident. No.:


 


(2)           The property
with respect to which the election is being made is
                      
shares of the Series B-1 Contingent Preferred Stock of CA HOLDING, INC.


 


(3)           The property
was issued on
                                    .


 


(4)           The taxable
year in which the election is being made is the calendar year
        .


 


(5)           The property is
subject to a repurchase right pursuant to which the issuer has the right to
acquire the property at the original purchase price if for any reason taxpayer’s
employment with the issuer is terminated. 
The issuer’s repurchase right lapses in a series of installments over a
three (3) year period ending on
                      ,
        .


 


(6)           The fair market
value at the time of transfer (determined without regard to any restriction
other than a restriction which by its terms will never lapse) is $0.10 per
share.


 


(7)           The amount paid
for such property is $0.10 per share.


 


(8)           A copy of this
statement was furnished to CA HOLDING, INC. for whom taxpayer rendered the
services underlying the transfer of property.


 


(9)           This statement
is executed on
                            .


 


 


	
   

  	
   

  	
   

  
	
  Spouse
  (if any) of Taxpayer

  	
   

  	
  Taxpayer

  



 


 


This
election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her federal income tax returns and must be made within
thirty days after the execution date of the Stock Purchase Agreement.  This filing should be made by registered or
certified mail, return receipt requested. 
Taxpayer must retain two copies of the completed form for filing with
his or her federal and state tax returns for the current tax year and an
additional copy for his or her records.


 


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