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EXHIBIT 99.2
XETEL CORPORATION
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") for the purchase period specified below, and I hereby subscribe to
purchase shares of Common Stock of XeTel Corporation (the "Corporation") in
accordance with the provisions of this Agreement and the ESPP. I hereby
authorize payroll deductions from each of my paychecks during the purchase
period in the 1% multiple of my cash earnings (not to exceed a maximum of 10%)
specified in my attached Enrollment Form.
The ESPP is comprised of a series of successive purchase periods. The
initial purchase period will begin on January 17, 1997 and end on the last
business day of the Corporation's second fiscal quarter for its 1998 fiscal
year. Unless otherwise designated by the Plan Administrator, subsequent purchase
periods will begin on the first business day of the Corporation's first and
third fiscal quarters for each fiscal year and end on the last business day of
the Corporation's second and fourth fiscal quarters for each fiscal year. My
participation will automatically remain in effect from purchase period to
purchase period in accordance with my payroll deduction authorization, unless I
withdraw from the ESPP or change the rate of my payroll deduction or unless my
employment status changes. I may reduce or increase the rate of my payroll
deductions to be effective at the beginning of the next purchase period.
My payroll deductions will be accumulated for the purchase of shares of
the Common Stock on the last business day of the purchase period. The purchase
price per share will be not less than 85% of the lower of (i) the fair market
value per share of Common Stock on the start date of the purchase period or (ii)
the fair market value per share on the purchase date. I will also be subject to
ESPP restrictions (i) limiting the maximum number of shares which I may purchase
during any purchase period to 1,500 shares and (ii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding.
I can stop contributing to the ESPP at any time prior to the last
business day of the purchase period; all my payroll deductions for that period
will be applied to the purchase of shares of Common Stock at the end of the
period. However, I may not rejoin that particular purchase period at any later
date. Upon the termination of my employment for any reason or my loss of
eligible employee status, my participation in the ESPP will immediately cease
and all my payroll deductions for the purchase period in which my employment
terminates or my loss of eligibility occurs will automatically be applied to the
purchase of shares of Common Stock at the end of that purchase period. Should I
die while an ESPP participant, my payroll deductions will automatically cease;
all payroll deductions for the purchase period in which I die will be applied to
the purchase of shares of Common Stock at the end of that period.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in which
my leave begins will be applied to the purchase of shares of Common Stock at the
end of that purchase period. In order to participate in the ESPP upon my return
to active service, I must re-enroll in the next purchase period during the
enrollment period for that period.
A stock certificate for the shares purchased on my behalf at the end of
each purchase period will automatically be deposited into a brokerage account
which the Corporation will open on my behalf. I authorize the broker to notify
the Corporation of any sale or disposition of my ESPP shares, and I will satisfy
all applicable income and employment tax withholding requirements at the time of
such sale or disposition.
The Corporation has the right, exercisable in its sole discretion, to
amend or terminate the ESPP at any time, with such amendment or termination to
become effective immediately following the exercise of outstanding purchase
rights at the end of any current purchase period. Should the Corporation elect
to terminate the ESPP, I will have no further rights to purchase shares of
Common Stock pursuant to this Agreement.
I have received a copy of the Question and Answer Summary summarizing
the major features of the ESPP. I have read this Agreement and hereby agree to
be bound by the terms of both this Agreement and the ESPP. The effectiveness of
this Agreement is dependent upon my eligibility to participate in the ESPP.
Date:_______________, 199__ __________________________________
Signature of Employee
Printed Name:
Start Date of my Purchase Period: _____________, 199_
