Restricted Stock Purchase Agreement

Execution Copy
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RESTRICTED STOCK PURCHASE AGREEMENT


THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") has been executed and delivered effective as of December 7, 1998, by and among Accom, Inc., a Delaware corporation (the "Company"), David A. Lahar, an individual residing in California (the "Purchaser"), and EOS Capital Profit Sharing Plan (the "Plan," and together with the Purchaser, the "Holders," and each a "Holder"), for the purpose of sale by the Company to the Purchaser of 100,000 shares (the "Shares") of the Company's Common Stock (the "Common Stock") on the terms and conditions in this Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual agreements of the Company and the Purchaser, and intending to be legally bound, the Company and the Purchaser agree as follows:


1. Purchase and Sale of the Shares


Concurrently with execution of this Agreement, the Purchaser will purchase, by delivery of a promissory note issued by the Purchaser in favor of the Company and dated as of even date herewith in the form attached hereto as Exhibit A (the "Promissory Note"), and the Company will sell, by delivery of an appropriate stock certificate to the Purchaser, the Shares at a purchase price of $0.65 per Share for the aggregate consideration of sixty five thousand dollars ($65,000). The closing of the purchase of the Shares shall take place at the offices of Gibson, Dunn & Crutcher LLP at 1530 Page Mill Road, Palo Alto, CA 94304, or at such other place as may be agreed upon by the parties.


2. Right of Repurchase - Cessation of Association


2.1 The Repurchase Option. In the event that the Purchaser voluntarily or involuntarily ceases to be a director of the Company, the Company shall have the option under this Section 2 (the "Repurchase Option"), but not the obligation, to repurchase all, but not a portion of, the Shares then subject to the Repurchase Option purchased by the Purchaser pursuant to this Agreement from the Purchaser, or from the Purchaser's estate or personal representative, and from each transferee to whom the Purchaser has transferred any of the Shares (the "Transferees"), as the case may be.


2.2 Exercise of the Repurchase Option. The Company shall exercise the Repurchase Option by giving to the Purchaser, or to the Purchaser's estate or personal representative, and to any Transferees of whom the Company has previously received written notice, written notice of the Company's intention to exercise the Repurchase Option (the "Notice of Repurchase") before the Repurchase Option lapses in accordance with Section 2.5 of this Agreement, and in such Notice agreeing to tender to the Purchaser, or to the Purchaser's estate or personal representative, and to any Transferees, as the case may be, the amount specified in Section 2.3, against delivery


of the certificates representing the Shares to be repurchased, duly endorsed, free and clear of any and all liens, charges or encumbrances. In exercising the Repurchase Option, the Company may also designate one or more nominees to purchase some or all of the Shares instead of purchasing all of them itself, provided that the Shares to be purchased by the Company and by such nominees shall in any event constitute all of the Shares that could then be purchased from the Purchaser, or the Purchaser's estate or personal representative, and from any Transferees, as the case may be.


2.3 Repurchase Option Price. The purchase price for the Shares upon exercise of the Repurchase Option shall be $0.65 for each Share repurchased pursuant to this Section 2 (in the aggregate referred to in this Section 2 as the "Purchase Price").


2.4 Option Exercise; Closing. The closing with respect to exercise of the Repurchase Option shall occur not more than 30 days after the date on which the Notice of Repurchase is given, on such date and time and at such location as shall be specified by the Company, and in the absence of the specification of another site, at the Company's principal offices. At such closing, (a) the Company shall deliver to the Purchaser, or to the Purchaser's estate or personal representative, and to any Transferees, as the case may be, a check in the amount of the Purchase Price, or the Company may, in its sole discretion, cancel or forgive indebtedness of such party in the amount of the Purchase Price; and (b) the Purchaser, or the Purchaser's estate or personal representative, and any Transferees, as the case may be, shall deliver to the Company the certificates representing the Shares, duly endorsed, free and clear of any and all liens, charges or encumbrances.


2.5 Lapse of Repurchase Option. Notwithstanding any other provision of this Section 2, certain of the Shares shall cease to be subject to the Repurchase Option as follows:


(a) On the first anniversary of this Agreement, one-third (1/3) of the Shares, or 33,333 shares, shall cease to be subject to the Repurchase Option; and


(b) On the first day of each month following the first anniversary, one thirty-sixth (1/36) of the original number of Shares, or 2,778 shares, shall cease to be subject to the Repurchase Option (except that on the day of the third anniversary 2,773 shares shall cease to be subject to the Repurchase Option); such that on the third anniversary of this Agreement, all of the Shares shall be free of the Repurchase Option provided in this Section 2, except those Shares as to which the Repurchase Option has been exercised by the Company prior to such third anniversary. Those shares which cease to be subject to the Repurchase Option are referred to herein as the "Vested Shares."


2.6 Termination of Repurchase Option. In the event that there is a Change in Control (as defined below) of the Company, all of the Shares held subject to a Repurchase Option shall immediately upon such Change in Control become Vested Shares and shall cease to be subject to the Repurchase Option. For this Agreement, a "Change of Control" includes the sale or other disposition of substantially all of the assets of the Company, any reorganization, consolidation, or merger of the Company where the Company is not the surviving corporation and where the Company's securities outstanding immediately before the transaction represent less than 50% of


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the beneficial ownership of the new entity immediately after the transaction, or a change in a majority of the members of the Board of Directors of the Company (the "Board") which is not voted upon by the current members of the Board.


2.7 Section 83 Stock. The Purchaser acknowledges that such Purchaser has been advised that the Repurchase Option contained in this Section 2 will cause the purchase of the Shares to fall within the provisions of Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), which provides for the recognition of ordinary income (as distinguished from capital gain) by the purchaser of Shares based on the difference between the purchase price of the Shares and their fair market value at the time restrictions with respect to the Shares (for example, the "Repurchase Option") "lapse", regardless whether the Shares are then (or could be then) sold. However, Section 83 of the Code permits the filing of an election within 30 days after the Purchaser's purchase of the Shares pursuant to this Agreement, whereby the Purchaser may elect to be taxed on the difference, if any, between the purchase price of the Shares and their fair market value at the time of purchase, with the result that if such election is validly made, future gain, if any, realized upon disposition of the Shares would in general be treated as capital gain. Purchaser acknowledges receipt from the Company of a copy of Sections 83(a) and (b) of the Code and a portion of the IRS Regulations thereunder, to which the foregoing discussion is subject. The Purchaser should consult with his tax adviser concerning whether to make such election and its consequences. In the event of any IRS audit or investigation of the Purchaser or the transactions contemplated by this Agreement, the Purchaser shall not seek reimbursement or indemnification from the Company for any assessment or penalty resulting from an IRS determination that the purchase price of the Shares is lower than the fair market value thereof as of the date of issuance.


3. Effect of Tender of Purchase Price


Notwithstanding the failure of the holder of any Certificates evidencing all or any portion of the Shares subject to repurchase under Section 2 to deliver the same to the Company, upon tender by the Company of the purchase price for any such Shares in accordance with the terms of this Agreement, such Shares and the Certificates representing same shall forthwith and without further action be deemed to have been transferred to the Company and no longer to be outstanding for any purpose, except receipt of the price payable by the Company, without interest, upon proper tender of the Ce ...