AGREEMENT made this day of , 200 , between LogMeIn, Inc., a Delaware
corporation (the Company), and (the Participant).
For valuable consideration, receipt of which is acknowledged, the parties hereto agree as
1. Purchase of Shares.
The Company shall issue and sell to the Participant, and the Participant shall purchase from
the Company, subject to the terms and conditions set forth in this Agreement and in the Companys
2007 Stock Incentive Plan
(the Plan), shares (the Shares) of common stock, $0.01 par
value, of the Company (Common Stock), at a purchase price of $ per share. The aggregate purchase
price for the Shares shall be paid by the Participant by check payable to the order of the Company
or such other method as may be acceptable to the Company. Upon receipt by the Company of payment
for the Shares, the Company shall issue to the Participant one or more certificates in the name of
the Participant for that number of Shares purchased by the Participant. The Participant agrees
that the Shares shall be subject to the purchase options set forth in Sections 2 and 5 of this
Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.
2. Purchase Option.
(a) In the event that the Participant ceases to be employed by the Company for any reason or
no reason, with or without cause, prior to the fourth anniversary of the vesting date, the Company
shall have the right and option (the Purchase Option) to purchase from the Participant, for a sum
of $ per share (the Option Price), some or all of the Unvested Shares (as defined below).
Unvested Shares means the total number of Shares multiplied by the Applicable Percentage at
the time the Purchase Option becomes exercisable by the Company. The Applicable Percentage shall
be (i) 100% for each year of employment completed by the Participant with the Company from and
after the Vesting Commencement Date and (ii) zero on or after the fourth anniversary of the Vesting
Commencement Date. For purposes of this Agreement, Vesting Commencement Date shall mean
, 200 .
For purposes of this Agreement, employment with the Company shall include employment with a
parent or subsidiary of the Company and services to the Company as an advisor, consultant or member
of the Board of Directors.
3. Exercise of Purchase Option and Closing.
(a) The Company may exercise the Purchase Option by delivering or mailing to the Participant
(or his estate), within 60 days after the termination of the employment of the Participant with the
Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number
of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the
giving of such a notice within such 60-day period, the Purchase Option shall automatically expire
and terminate effective upon the expiration of such 60-day period.
(b) Within 10 days after delivery to the Participant of the Companys notice of the exercise
of the Purchase Option pursuant to subsection (a) above, the Participant (or his estate) shall,
pursuant to the provisions of the Joint Escrow Instructions referred to in Section 7 below, tender
to the Company at its principal offices the certificate or certificates representing the Shares
which the Company has elected to purchase in accordance with the terms of this Agreement, duly
endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the
transfer of such Shares to the Company. Promptly following its receipt of such certificate or
certificates, the Company shall pay to the Participant the aggregate Option Price for such Shares
(provided that any delay in making such payment shall not invalidate the Companys exercise of the
Purchase Option with respect to such Shares).
(c) After the time at which any Shares are required to be delivered to the Company for
transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to
the Participant on account of such Shares or permit the Participant to exercise any of the
privileges or rights of a stockholder with respect to such Shares, but shall, in so far as
permitted by law, treat the Company as the owner of such Shares.
(d) The Option Price may be payable, at the option of the Company, in cancellation of all or a
portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or
(e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase
Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this
Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded
(f) The Company may assign its Purchase Option to one or more persons or entities.
4. Restrictions on Transfer.
(a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose
of, by operation of law or otherwise (collectively transfer) any Shares, or any interest therein,
that are subject to the Purchase Option, except that the Participant may transfer such Shares (i)
to or for the benefit of any spouse or any of his or his spouses children, parents, siblings,
nieces, nephews or grandchildren and any other relatives approved by the Board of Directors
(collectively, Approved Relatives) or to a trust or similar entity established solely for the
benefit of the Participant and/or Approved Relatives, provided that such Shares shall
remain subject to this Agreement (including without limitation the restrictions on transfer set
forth in this Section 4, the Purchase Option and the right of first refusal set forth in Section 5)
and such permitted transferee shall, as a condition to such transfer, deliver to the Company a
written instrument confirming that such transferee shall be bound by all of the terms and
conditions of this Agreement or (ii) as part of the sale of all or substantially all of the shares
of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or
otherwise, provided that, in accordance with the Plan, the securities or other property
received by the Participant in connection with such transaction shall remain subject to this
(b) The Participant shall not transfer any Shares, or any interest therein, that are no longer
subject to the Purchase Option, except in accordance with Section 5 below.
5. Right of First Refusal.
(a) If the Participant proposes to transfer any Shares that are no longer subject to the
Purchase Option (either because they are no longer Unvested Shares or because the Purchase Option
expired unexercised), then the Participant shall first give written notice of the proposed transfer
(the Transfer Notice) to the Company. The Transfer Notice shall name the proposed transferee and
state the number of such Shares the Participant proposes to transfer (the Offered Shares), the
price per share and all other material terms and conditions of the transfer.
(b) For 60 days following its receipt of such Transfer Notice, the Company shall have the
option to purchase some or all of the Offered Shares at the price and upon the terms set forth in
the Transfer Notice. In the event the Company elects to purchase any Offered Shares (the Offered
Shares to be purchased by the Company hereunder are referred to as the Purchased Shares), it
shall give written notice of such election to the Participant within such 60-day period. Within 10
days of his receipt of such notice, the Participant shall tender to the Company at its principal
offices the certificate or certificates representing the Purchased Shares, duly endorsed in blank
by the Participant or with duly endorsed stock powers attached thereto, all in form suitable for
transfer of the Purchased Shares to the Company. Promptly following receipt of such certificate or
certificates, the Company shall deliver or mail to the Participant a check in payment of the
purchase price for the Purchased Shares; provided that if the terms of payment set
forth in the Transfer Notice were other than cash against delivery, the Company may pay for the
Purchased Shares on the same terms and conditions as were set forth in the Transfer Notice; and
provided further that any delay in making such payment shall not invalidate the
Companys exercise of its option to purchase the Purchased Shares.
(c) If the Company does not elect to acquire all of the Offered Shares, the Participant may,
within the 30-day period following the expiration of the option granted to the
Company under subsection (b) above, transfer the Offered Shares (other than the Purchased
Shares) to the proposed transferee, provided that such transfer shall not be on
terms and conditions more favorable to the transferee than those contained in the Transfer Notice.
Notwithstanding any of the above, all Offered Shares transferred to a third party pursuant to this
Section 5 shall remain subject to this Agreement (including without limitation the restrictions on
transfer set forth in Section 4 and the right of first refusal set forth in this Section 5) and
such transferee shall, as a condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and conditions of this
(d) After the time at which the Purchased Shares are required to be delivered to the Company
for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any
dividend to the Participant on account of such Purchased Shares or permit the Participant to
exercise any of the privileges or rights of a stockholder with respect to such Purchased Shares,
but shall, in so far as permitted by law, treat the Company as the owner of such Purchased Shares.
(e) The following transactions shall be exempt from the provisions of this Section 5:
(1) a transfer of Shares to or for the benefit of any Approved Relatives, or to a trust or
similar entity established solely for the benefit of the Participant and/or Approved Relatives;
(2) any transfer pursuant to an effective registration statement filed by the Company under
the Securities Act of 1933, as amended (the Securities Act); and
(3) any transfer made as part of the sale of all or substantially all of the outstanding
shares of capital stock of the Company (including pursuant to a merger or consolidation);
provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares
shall remain subject to this Agreement (including without limitation the restrictions on transfer
set forth in Section 4 and the right of first refusal set forth in this Section 5) and such
transferee shall, as a condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and conditions of this
(f) The Company may assign its rights to purchase Offered Shares in any particular transaction
under this Section 5 to one or more persons or entities.
(g) The provisions of this Section 5 shall terminate upon the earlier of the following events:
(1) the closing of the sale of shares of Common Stock in an underwritten public offering
pursuant to an effective registration statement filed by the Company under the Securities Act; or
(2) the sale of all or substantially all of the outstanding shares of capital stock, assets or
business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger
or consolidation in which all or substantially all of the individuals and entities who were
beneficial owners of the outstanding voting securities immediately prior to such transaction
beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to
vote generally in the election of directors of the resulting, surviving or acquiring corporation in
(h) The Company shall not be required (i) to transfer on its books any of the Shares which
shall have been sold or transferred in violation of any of the provisions set forth in this
Agreement, or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom
any such Shares shall have been so sold or transferred.
The Participant shall not transfer any Shares, or any interest therein, to any person or entity
that is a competitor of the Company, as determined by the Board of Directors of the Company in its
sole discretion, unless such transfer is made in connection with the sale of all or substantially
all of the capital stock, assets or business of the Company, by merger, consolidation, sale of
assets or otherwise.
6. Agreement in Connection with Initial Public Offering.
The Participant agrees, in connection with the initial underwritten public offering of the
Companys securities pursuant to a registration statement under the Securities Act, (i) not to
sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock held by the Participant (other than those shares included in the offering)
without the prior written consent of the Company or the underwriters managing such initial
underwritten public offering of the Companys securities for a period of 180 days from the
effective date of such registration statement, and (ii) to execute any agreement reflecting clause
(i) above as may be requested by the Company or the managing underwriters at the time of such
The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions
in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall
be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall
deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to
this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow
agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder.
Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow
8. Restrictive Legends.
All certificates representing Shares shall have affixed thereto legends in substantially the
following form, in addition to any other legends that may be required under federal or state
The shares of stock represented by this certificate are subject to
restrictions on transfer and an option to purchase set forth in a
certain Restricted Stock Agreement
and a certain voting agreement
between the corporation and the registered owner of these shares (or
his predecessor in interest), and such agreements are available for
inspection without charge at the office of the Secretary of the
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred or otherwise disposed of in the absence of an effective
registration statement under such Act or an opinion of counsel
satisfactory to the corporation to the effect that such registration
is not required.
9. Provisions of the Plan.
(a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to
the Participant with this Agreement.
(b) As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the
Plan), the repurchase and other rights of the Company hereunder shall inure to the benefit of the
Companys successor and shall apply to the cash, securities or other property which the Shares were
converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Shares under this Agreement. If, in connection with a
Reorganization Event, a portion of the cash, securities and/or other property received upon the
conversion or exchange of the Shares is to be placed into escrow to secure indemnification or
similar obligations, the mix between the vested and unvested portion of such cash, securities
and/or other property that is placed into escrow shall be the same as the mix between the vested
and unvested portion of such cash, securities and/or other property that is not subject to escrow.
10. Investment Representations.
The Participant represents, warrants and covenants as follows:
(a) The Participant is purchasing the Shares for his own account for investment only, and not
with a view to, or for sale in connection with, any distribution of the Shares in violation of the
Securities Act, or any rule or regulation under the Securities Act.
(b) The Participant has had such opportunity as he has deemed adequate to obtain from
representatives of the Company such information as is necessary to permit him to evaluate the
merits and risks of his investment in the Company.
(c) The Participant has sufficient experience in business, financial and investment matters to
be able to evaluate the risks involved in the purchase of the Shares and to make an informed
investment decision with respect to such purchase.
(d) The Participant can afford a complete loss of the value of the Shares and is able to bear
the economic risk of holding such Shares for an indefinite period.
(e) The Participant understands that (i) the Shares have not been registered under the
Securities Act and are restricted securities within the meaning of Rule 144 under the Securities
Act; (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are
subsequently registered under the Securities Act or an exemption from registration is then
available; (iii) in any event, the exemption from registration under Rule 144 will not be available
for at least one year and even then will not be available unless a public market then exists for
the Common Stock, adequate information concerning the Company is then available to the public, and
other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration
statement on file with the Securities and Exchange Commission with respect to any stock of the
Company and the Company has no obligation or current intention to register the Shares under the
11. Withholding Taxes; Section 83(b) Election.
(a) The Participant acknowledges and agrees that the Company has the right to deduct from
payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to the purchase of the Shares by the Participant or the
lapse of the Purchase Option.
(b) The Participant has reviewed with the Participants own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant understands that the
Participant (and not the Company) shall be responsible for the Participants own tax liability that
may arise as a result of this investment or the transactions contemplated by this Agreement. The
Participant understands that it may be beneficial in many circumstances to elect to be taxed at the
time the Shares are purchased rather than when and as the Companys Purchase Option expires by
filing an election under Section 83(b) of the Internal Revenue Code of 1986 with the I.R.S. within
30 days from the date of purchase.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY THE PARTICIPANTS SOLE RESPONSIBILITY AND NOT
THE COMPANYS TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANTS BEHALF.
(a) No Rights to Employment. The Participant acknowledges and agrees that the vesting
of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at
the will of the Company (not through the act of being hired or purchasing shares hereunder). The
Participant further acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied promise of continued
engagement as an employee or consultant for the vesting period, for any period, or at all.
(b) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.
(c) Waiver. Any provision for the benefit of the Company contained in this Agreement
may be waived, either generally or in any particular instance, by the Board of Directors of the
(d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and the Participant and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the restrictions on transfer set forth in
Sections 4 and 5 of this Agreement.
(e) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in the United States
Post Office, by registered or certified mail, postage prepaid, if to the Participant, to the
address set forth below or at the address shown on the records of the Company, and if to the
Company, to the Companys principal executive offices, attention of the Corporate Secretary.
(f) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.
(g) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties, and supersedes all prior agreements and understandings, relating to the
subject matter of this Agreement.
(h) Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Participant.
(i) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws.
(j) Participants Acknowledgments. The Participant acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution
of this Agreement by legal counsel of the Participants own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully
aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of
Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with
the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
||[Name of Participant]
Joint Escrow Instructions
, [ ]
500 Unicorn Park Drive
Woburn, MA 01801
As Escrow Agent for LogMeIn, Inc., a Delaware corporation, and its successors in interest
under the Restricted Stock Agreement
(the Agreement) of even date herewith, to which a copy of
these Joint Escrow Instructions is attached (the Company), and the undersigned person (Holder),
you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms
of the Agreement in accordance with the following instructions:
1. Appointment. Holder irrevocably authorizes the Company to deposit with you any
certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any
additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions,
Shares shall be deemed to include any additional or substitute property. Holder does hereby
irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this
escrow to execute with respect to such Shares all documents necessary or appropriate to make such
Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions
of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges
of a stockholder of the Company while the Shares are held by you.
2. Closing of Purchase.
(a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company
shall give to Holder and you a written notice specifying the number of Shares to be purchased, the
purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing
hereunder (the Closing) at the principal office of the Company. Holder and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.
(b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary
for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being
transferred, and (iii) to deliver the same, together with the certificate or certificates
evidencing the Shares to be transferred, to the Company against the simultaneous delivery to
you of the purchase price for the Shares being purchased pursuant to the Agreement.
3. Withdrawal. The Holder shall have the right to withdraw from this escrow any
Shares as to which the Purchase Option (as defined in the Agreement) has terminated or expired.
4. Duties of Escrow Agent.
(a) Your duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.
(b) You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the
exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of
your own attorneys shall be conclusive evidence of such good faith.
(c) You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or Company, excepting only orders or process of courts of
law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of
any court. In case you obey or comply with any such order, judgment or decree of any court, you
shall not be liable to any of the parties hereto or to any other person, firm or Company, by reason
of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
(d) You shall not be liable in any respect on account of the identity, authority or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.
(e) You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder and may rely upon
the advice of such counsel.
(f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you
cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the
event of a termination under clause (i), your successor as Secretary shall become Escrow Agent
hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor
Escrow Agent hereunder.
(g) If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.
(h) It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or any part of said
securities until such dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.
(i) These Joint Escrow Instructions set forth your sole duties with respect to any and all
matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow
Instructions against you.
(j) The Company shall indemnify you and hold you harmless against any and all damages, losses,
liabilities, costs, and expenses, including attorneys fees and disbursements, for anything done or
omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of
your duties hereunder, except such as shall result from your gross negligence or willful
5. Notice. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States Post
Office, by registered or certified mail with postage and fees prepaid, addressed to each of the
other parties thereunto entitled at the following addresses, or at such other addresses as a party
may designate by ten days advance written notice to each of the other parties hereto.
||Notices to the Company shall be sent to
the address set
forth in the salutation
hereto, Attn: President
||Notices to Holder shall be sent to
the address set forth
||Notices to the Escrow Agent shall be sent
to the address set
forth in the salutation
(a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions, and you do not become a party to the Agreement.
(b) This instrument shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
||Date Signed: ____________________
(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)
FOR VALUE RECEIVED, I hereby sell, assign and transfer unto ( )
shares of Common Stock, $[0.01] par value per share, of (the Corporation)
standing in my name on the books of the Corporation represented by Certificate(s) Number
herewith, and do hereby irrevocably constitute and appoint attorney to
transfer the said stock on the books of the Corporation with full power of substitution in the
NOTICE: The signature(s) to this assignment must correspond with the name as written upon the
face of the certificate, in every particular, without alteration, enlargement, or any change
whatever and must be guaranteed by a commercial bank, trust company or member firm of the Boston,
New York or Midwest Stock Exchange.