Exhibit 99.3
Form of Stock Purchase Agreement
APPLIED DIGITAL ACCESS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE AGREEMENT
1. I HEREBY ELECT TO PARTICIPATE IN THE APPLIED DIGITAL ACCESS, INC. 1998
EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN") FOR THE OPTION PERIOD SPECIFIED
BELOW, AND I ACCORDINGLY SUBSCRIBE TO PURCHASE SHARES OF APPLIED DIGITAL
ACCESS, INC. COMMON STOCK AT THE END OF EACH OF MY QUARTERLY PERIODS OF
PARTICIPATION WITHIN SUCH OPTION PERIOD.
2. BY SEPARATE FORM, I HAVE AUTHORIZED PAYROLL DEDUCTIONS FROM EACH OF MY
PAYCHECKS DURING MY PERIOD OF PARTICIPATION IN THE OPTION PERIOD. SUCH
PAYROLL DEDUCTIONS WILL BE ACCUMULATED FOR THE PURCHASE OF SHARES OF
APPLIED DIGITAL ACCESS, INC. COMMON STOCK ON THE LAST BUSINESS DAY OF EACH
QUARTERLY PERIOD OF PARTICIPATION. THE PURCHASE PRICE PER SHARE WILL BE
THE LOWER OF (i) 85% OF THE MARKET PRICE ON THE START DATE OF THE QUARTERLY
PERIOD OF PARTICIPATION IN WHICH I FIRST ENTER THE OPTION PERIOD OR
(ii) 85% OF THE MARKET PRICE ON EACH QUARTERLY PURCHASE DATE. HOWEVER, THE
CLAUSE (i) AMOUNT WILL IN NO EVENT BE LESS THAN 85% OF THE MARKET PRICE ON
THE START DATE OF THE OPTION PERIOD.
3. THIS ENROLLMENT WILL BE EFFECTIVE FOR THE DURATION OF THE OPTION PERIOD
SPECIFIED BELOW, AND SHARES WILL AUTOMATICALLY BE PURCHASED ON MY BEHALF AT
THE END OF EACH QUARTERLY PERIOD OF PARTICIPATION, UNLESS I WITHDRAW FROM
THE PLAN OR MY EMPLOYMENT TERMINATES.
4. MY RATE OF PAYROLL DEDUCTION WILL AUTOMATICALLY CONTINUE IN EFFECT FOR EACH
OF MY QUARTERLY PERIODS OF PARTICIPATION WITHIN THE OPTION PERIOD, UNLESS I
CHANGE SUCH RATE OR OTHERWISE WITHDRAW FROM THE PLAN OR MY EMPLOYMENT
TERMINATES.
5. I CAN WITHDRAW FROM THE PLAN AT ANY TIME AND ELECT EITHER TO HAVE THE
COMPANY REFUND ALL MY PAYROLL DEDUCTIONS FOR THE QUARTERLY PERIOD OF
PARTICIPATION IN WHICH I WITHDRAW OR TO HAVE SUCH PAYROLL DEDUCTIONS
APPLIED TO THE PURCHASE OF APPLIED DIGITAL ACCESS, INC. COMMON STOCK AT THE
END OF SUCH PERIOD. HOWEVER, I MAY NOT REJOIN THE PLAN FOR THAT PARTICULAR
OPTION PERIOD AT ANY LATER DATE. UPON MY TERMINATION OF EMPLOYMENT OR
CHANGE TO INELIGIBLE EMPLOYEE STATUS, PAYROLL DEDUCTIONS WILL AUTOMATICALLY
CEASE ON MY BEHALF AND THE COMPANY WILL REFUND MY PAYROLL DEDUCTIONS TO
DATE IN THE QUARTERLY PERIOD OF PARTICIPATION IN WHICH SUCH TERMINATION OR
CHANGE OCCURS.
6. I HAVE A COPY OF, AND AM FAMILIAR WITH, THE OFFICIAL PLAN PROSPECTUS
SUMMARIZING THE OPERATION OF THE PLAN. A COMPLETE COPY OF THE ACTUAL PLAN
DOCUMENT IS ATTACHED AS EXHIBIT A TO THE PROSPECTUS.
7. I AM TO RECEIVE A STOCK CERTIFICATE FOR THE SHARES PURCHASED ON MY BEHALF
AFTER EACH QUARTERLY PURCHASE DATE. THE CERTIFICATE WILL BE ISSUED AS
INDICATED ON MY ENROLLMENT/CHANGE FORM.
8. THE COMPANY HAS THE RIGHT TO AMEND OR TERMINATE THE PLAN 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 QUARTERLY
PERIOD OF PARTICIPATION. SHOULD THE COMPANY ELECT TO TERMINATE THE PLAN, I
WILL HAVE NO FURTHER RIGHTS TO PURCHASE SHARES OF APPLIED DIGITAL ACCESS,
INC. COMMON STOCK PURSUANT TO THIS AGREEMENT.
9. I AM FAMILIAR WITH THE PLAN RESTRICTION PROHIBITING ANY PARTICIPANT FROM
PURCHASING MORE THAN $25,000 WORTH OF COMMON STOCK PER CALENDAR YEAR.
10. I HAVE READ THIS AGREEMENT AND THE PLAN. I HEREBY AGREE TO BE BOUND BY THE
TERMS OF BOTH THIS AGREEMENT AND THE PLAN. THE EFFECTIVENESS OF THIS
AGREEMENT IS DEPENDENT UPON MY ELIGIBILITY TO PARTICIPATE IN THE PLAN.
DATE
--------------------- -------------------------------------
SIGNATURE OF EMPLOYEE
-------------------------------------
PRINTED NAME
DURATION OF OPTION PERIOD:
FROM: TO
--------- ---------
START DATE OF MY QUARTERLY SUBSEQUENT QUARTERLY PERIODS
PERIOD OF PARTICIPATION: OF PARTICIPATION:
, 199 FROM: TO
---------- -- --------------- ------------------
FROM: TO
--------------- ------------------
FROM: TO
--------------- ------------------
