Exhibit 10.15
STOCK SUBSCRIPTION AGREEMENT
STOCK SUBSCRIPTION AGREEMENT, dated as of
, 200
, between
Equinox Holdings, Inc., a Delaware corporation (the "Company") and the
purchaser, an employee of the Company, whose name appears on the signature
page hereof (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board") has adopted the
Equinox Holdings, Inc. 2000 Stock Incentive Plan (as the same may be amended
from time to time, the "Stock Incentive Plan");
WHEREAS, the Company and the Purchaser entered into an Option Agreement, dated
as of
, 200
, pursuant to which the Company granted Purchaser
options (the "Options") to purchase
shares of Common Stock, par
value $0.01 per share, of the Company (the "Common Stock") pursuant to the Stock
Incentive Plan; and
WHEREAS, the Purchaser desires to exercise
Options to purchase
from the Company the aggregate number of shares of Common Stock set forth on the
signature page hereof (each a "Share" and, collectively, the "Shares"), at an
aggregate purchase price of $
, and the Company desires to sell
the Shares to the Purchaser on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, to implement the foregoing and in consideration of the mutual
promises, covenants and agreements contained herein, the parties hereto hereby
agree as follows:
1.
PURCHASE AND SALE OF COMMON STOCK.
(A)
PURCHASE OF COMMON STOCK.
SUBJECT TO ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PURCHASER HEREBY SUBSCRIBES
FOR AND SHALL PURCHASE, AND THE COMPANY SHALL SELL TO THE PURCHASER, THE SHARES,
AT AN AGGREGATE PURCHASE PRICE OF $
AS CALCULATED ON SCHEDULE A
ATTACHED HERETO, AT THE CLOSING PROVIDED FOR IN SECTION 2(A) HEREOF.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE COMPANY SHALL
HAVE NO OBLIGATION TO SELL ANY SHARES OF COMMON STOCK (INCLUDING THE SHARES) TO
ANY PERSON WHO IS A RESIDENT OF A JURISDICTION IN WHICH THE SALE OF COMMON STOCK
TO SUCH PERSON WOULD CONSTITUTE A VIOLATION OF THE SECURITIES, "BLUE SKY" OR
OTHER LAWS OF SUCH JURISDICTION, PROVIDED THAT THE COMPANY SHALL USE ITS
REASONABLE EFFORTS TO COMPLY WITH ANY SUCH LAWS UNLESS THE BOARD DETERMINES IN
ITS SOLE DISCRETION THAT COMPLIANCE WOULD REQUIRE THE COMPANY TO INCUR MATERIAL
COSTS OR FEES OR WHICH WOULD REQUIRE THE COMPANY TO REGISTER THE SHARES.
(B)
CONSIDERATION.
SUBJECT TO ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT, THE PURCHASER SHALL DELIVER TO THE COMPANY AT
THE CLOSING REFERRED TO IN SECTION 2(A) HEREOF, IMMEDIATELY AVAILABLE FUNDS IN
AN AMOUNT EQUAL TO THE AGGREGATE
PURCHASE PRICE FOR THE SHARES TO BE PURCHASED AT SUCH CLOSING SET FORTH ON THE
SIGNATURE PAGE HEREOF.
2.
CLOSING.
(A)
TIME AND PLACE.
EXCEPT AS OTHERWISE
MUTUALLY AGREED BY THE COMPANY AND THE PURCHASER, THE CLOSING OF THE PURCHASE
AND SALE OF THE SHARES PURSUANT TO THIS AGREEMENT SHALL BE HELD AT THE OFFICES
OF DEBEVOISE & PLIMPTON, 919 THIRD AVENUE, NEW YORK, NEW YORK AT