XXXXXXX HOMES, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") for the offering period specified below, and I hereby subscribe to
purchase shares of Common Stock of Xxxxxxx Homes, Inc. (the "Corporation") in
accordance with the provisions of this Agreement and the ESPP. I hereby
authorize payroll deductions from each of my paychecks following my entry into
the offering period in the 1% multiple of my earnings (not to exceed a maximum
of 15%) specified in my attached Enrollment Form.
The offering period is divided into a series of consecutive purchase
intervals. With the exception of the initial purchase interval which begins on
August 1, 1998, those purchase intervals will be of six months duration and
begin on the first business day of March and September each year during the
offering period. My participation will automatically remain in effect from one
purchase interval to the next during the term of the ESPP 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 the rate of my payroll deductions on one occasion per purchase interval
and I may increase my rate of payroll deductions to become effective at the
beginning of any subsequent purchase interval.
My payroll deductions will be accumulated for the purchase of shares of the
Corporation's Common Stock on the last business day of each purchase interval
within the offering period. The purchase price per share will be 85% of the
LOWER of (i) the fair market value per share of Common Stock on my entry date
into the offering period or (ii) the fair market value per share on the purchase
date. However, the clause (i) amount will in no event be less than the fair
market value per share of Common Stock on the start day of the offering period.
I will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase during any purchase interval and (ii) prohibiting me
from purchasing more than $25,000 worth of Common Stock for each calendar year
my purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last business day of
a purchase interval and elect either to have the Corporation refund all my
payroll deductions for that interval or to have such payroll deductions applied
to the purchase of Common Stock at the end of such interval. However, I may not
rejoin that particular offering period at any later date. Upon the termination
of my employment for any reason including death or disability or my loss of
eligible employee status, my participation in the ESPP will immediately cease
and all my payroll deductions for the purchase interval in which my employment
terminates or my loss of eligibility occurs will automatically be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase interval. Upon
my return to active service, my payroll deductions will automatically resume at
the rate in effect when my leave began. The Corporation will issue a stock
certificate for the shares purchased on my behalf after the end of each purchase
interval. The certificate will be issued in the name or names I have selected
on the Enrollment Form accompanying this Agreement or will be deposited directly
in my designated brokerage account. I will notify the Corporation of any
disposition of shares purchased under the ESPP and I will satisfy all applicable
income and employment tax withholding requirements at the time of such
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 interval. However, such purchase rights may be
amended or terminated with an immediate effective date to the extent necessary
to avoid the Corporation's recognition of compensation expense for financial
reporting purposes, should the accounting principles applicable to the ESPP
change. Upon such termination, I will cease to have any further rights to
purchase shares of Common Stock under this Agreement.
I have received a copy of the official Plan Prospectus summarizing the
major features of the ESPP. I have read this Agreement and the Prospectus 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
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Signature of Employee
Printed Name:
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Duration of Offering Period: From: , 1998 to August 31, 2000
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Entry Date into Offering Period: , 199
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