Exhibit 10.4
INTRUSION INC.
STOCK ISSUANCE AGREEMENT
AGREEMENT made this
day of
, by and
between Intrusion Inc., a Delaware corporation, and
, a Participant in the Corporation's
2005 Stock Incentive Plan.
All capitalized terms in this Agreement shall have the meaning assigned to them
in this Agreement or in the attached Appendix.
A.
PURCHASE OF SHARES
1.
PURCHASE.
PARTICIPANT HEREBY PURCHASES
SHARES OF COMMON STOCK (THE "PURCHASED SHARES")
PURSUANT TO THE PROVISIONS OF THE STOCK ISSUANCE PROGRAM AT THE PURCHASE PRICE
OF $
PER SHARE (THE "PURCHASE PRICE").
2.
PAYMENT.
CONCURRENTLY WITH THE
DELIVERY OF THIS AGREEMENT TO THE CORPORATION, PARTICIPANT SHALL PAY THE
PURCHASE PRICE FOR THE PURCHASED SHARES IN CASH OR CHECK PAYABLE TO THE
CORPORATION AND SHALL DELIVER A DULY EXECUTED BLANK ASSIGNMENT SEPARATE FROM
CERTIFICATE (IN THE FORM ATTACHED HERETO AS EXHIBIT I) WITH RESPECT TO THE
PURCHASED SHARES.
3.
STOCKHOLDER RIGHTS.
UNTIL SUCH TIME AS
THE CORPORATION EXERCISES THE REPURCHASE RIGHT, PARTICIPANT (OR ANY SUCCESSOR IN
INTEREST) SHALL HAVE ALL THE RIGHTS OF A STOCKHOLDER (INCLUDING VOTING, DIVIDEND
AND LIQUIDATION RIGHTS) WITH RESPECT TO THE PURCHASED SHARES, SUBJECT, HOWEVER,
TO THE TRANSFER RESTRICTIONS OF THIS AGREEMENT.
4.
ESCROW.
THE CORPORATION SHALL HAVE THE
RIGHT TO HOLD THE PURCHASED SHARES IN ESCROW UNTIL THOSE SHARES HAVE VESTED IN
ACCORDANCE WITH THE VESTING SCHEDULE.
5.
COMPLIANCE WITH LAW.
UNDER NO
CIRCUMSTANCES SHALL SHARES OF COMMON STOCK OR OTHER ASSETS BE ISSUED OR
DELIVERED TO PARTICIPANT PURSUANT TO THE PROVISIONS OF THIS AGREEMENT UNLESS, IN
THE OPINION OF COUNSEL FOR THE CORPORATION OR ITS SUCCESSORS, THERE SHALL HAVE
BEEN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF APPLICABLE SECURITIES LAWS,
ALL APPLICABLE LISTING REQUIREMENTS OF ANY STOCK EXCHANGE OR QUOTATION SYSTEM ON
WHICH THE COMMON STOCK IS AT THE TIME LISTED FOR TRADING AND ALL OTHER
REQUIREMENTS OF LAW OR OF ANY REGULATORY BODIES HAVING JURISDICTION OVER SUCH
ISSUANCE AND DELIVERY.
B.
TRANSFER RESTRICTIONS
1.
RESTRICTION ON TRANSFER.
EXCEPT FOR
ANY PERMITTED TRANSFER, PARTICIPANT SHALL NOT TRANSFER, ASSIGN, ENCUMBER OR
OTHERWISE DISPOSE OF ANY OF THE PURCHASED SHARES WHICH ARE SUBJECT TO THE
REPURCHASE RIGHT.
2.
RESTRICTIVE LEGEND.
THE STOCK
CERTIFICATE FOR THE PURCHASED SHARES SHALL BE ENDORSED WITH THE FOLLOWING
RESTRICTIVE LEGEND:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND SUBJECT TO CERTAIN
REPURCHASE RIGHTS GRANTED TO THE CORPORATION AND ACCORDINGLY MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN
CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT DATED
,
BETWEEN THE CORPORATION
AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE
SHARES).
A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE CORPORATION'S PRINCIPAL
CORPORATE OFFICES."
3.
TRANSFEREE OBLIGATIONS.
EACH PERSON
(OTHER THAN THE CORPORATION) TO WHOM THE PURCHASED SHARES ARE TRANSFERRED BY
MEANS OF A PERMITTED TRANSFER MUST, AS A CONDITION PRECEDENT TO THE VALIDITY OF
SUCH TRANSFER, ACKNOWLEDGE IN WRITING TO THE CORPORATION THAT SUCH PERSON IS
BOUND BY THE PROVISIONS OF THIS AGREEMENT AND THAT THE TRANSFERRED SHARES ARE
SUBJECT TO THE