<PAGE>
As filed with the Securities and Exchange Commission on September 28, 1998
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------
P-COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0289371
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3175 S. Winchester Boulevard
Campbell, California 95008
(Address of principal executive offices) (Zip Code)
--------
P-COM, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
--------
GEORGE P. ROBERTS
Chairman of the Board and Chief Executive Officer
P-COM, INC.
3175 S. Winchester Boulevard, Campbell, California 95008
(Name and address of agent for service)
(408) 866-3666
(Telephone number, including area code, of agent for service)
--------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee(2)
---------- ---------- --------- -------- ---
<S> <C> <C> <C> <C> <C>
P-COM, Inc. International Employee Stock Purchase Plan
- -------------------------------------------------------
Common Stock, $0.0001 par 77,500 shares $4.10 $317,750 $93.74
====================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the P-COM, Inc. International
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
September 22, 1998, as reported by the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
P-COM, Inc. (the "Registrant") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the SEC on March 31, 1998 and amended on
May 6, 1998; and
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1998 and June 30,1998, filed with the SEC on
May 15, 1998 and August 14, 1998, respectively;
(c) The Registrant's Current Reports on Form 8-K, filed with the SEC on
April 9, 1998, April 17, 1998, July 17, 1998 and September 11, 1998,
and amended on April 17, 1998, June 12, 1998 and September 11, 1998,
respectively;
(d) The Registrant's Registration Statement No. 0-25356 on Form 8-A, filed
with the SEC on January 12, 1995 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the 1934 Act") in which
there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which de-
registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (iv) any transaction from which
the director derives an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and may indemnify its officers, employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
an indemnified party in connection with the defense of any action or proceeding
arising out of such party's status or service as a director, officer, employee
or other agent of the Company upon an undertaking by such party to repay such
advances if it is ultimately determined that such party is not entitled to
indemnification.
I-1
<PAGE>
The Registrant has entered into separate indemnification agreements with
each of its directors and officers. These agreements require the Registrant,
among other things, to indemnify such director or officer against expenses
(including attorneys' fees), judgments, fines and settlements (collectively,
"Liabilities") paid by such individual in connection with any action, suit or
proceeding arising out of such individual's status or service as a director or
officer of the Registrant (other than Liabilities arising from willful
misconduct or conduct that is knowingly fraudulent or deliberately dishonest)
and to advance expenses incurred by such individual in connection with any
proceeding against such individual with respect to which such individual may be
entitled to indemnification by the Registrant.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-25356 on
Form 8-A, including the exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 P-COM, Inc. International Employee Stock Purchase Plan.
99.2 Form of Enrollment/Change Form
99.3 Form of Stock Purchase Agreement
Item 9. Undertakings
------------
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's
International Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Campbell, State of California on this
22nd day of September, 1998.
P-COM, INC.
By: /s/George P. Roberts
---------------------
George P. Roberts
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of P-COM, Inc., a Delaware
corporation, do hereby constitute and appoint George P. Roberts and Michael J.
Sophie and each of them, the lawful attorneys-in-fact and agents with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that all said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/George P. Roberts Chairman of the Board and September 22, 1998
- -------------------- Chief Executive Officer
George P. Roberts (Principal Executive Officer)
/s/Michael J. Sophie Vice President, Finance September 22, 1998
- -------------------- and Administration and Chief
Michael J. Sophie Financial Officer (Principal
Financial and Accounting Officer)
II-3
<PAGE>
Director _______, 1998
- --------------------
Gill Cogan
/s/ John A. Hawkins Director September 22, 1998
- --------------------
John A. Hawkins
Director _______, 1998
- --------------------
M. Bernard Puckett
/s/James J. Sobczak Director September 22, 1998
- --------------------
James J. Sobczak
II-4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-25356 on
Form 8-A, including the exhibits thereto, which are
incorporated herein by reference pursuant to item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 P-COM, Inc. International Employee Stock Purchase Plan.
99.2 Form of Enrollment/Change Form
99.3 Form of Stock Purchase Agreement
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
September 22, 1998
------------
P-COM, Inc.
3175 S. Winchester Blvd.
Campbell, CA 95008
Re: P-COM, Inc. - Registration Statement for Offering of an Aggregate of
Shares of Common Stock
------------------------------------------------------
Dear Ladies and Gentlemen:
We have acted as counsel to P-COM, Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 172,500 shares of
the Company's common stock for issuance under the Company's International
Employee Stock Purchase Plan (the "Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plan. Based on such review, we are of the opinion that, if, as and when the
shares of the Company's common stock are issued and sold (and the consideration
therefor received) pursuant to duly authorized direct stock issuances in
accordance with the Plan and in accordance with the Registration Statement, such
shares will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above, and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the shares of the Company's common stock issuable under the Plan.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
OPINION AND CONSENT OF INDEPENDENT ACCOUNTANTS
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 22, 1998 (except for Note 10
which is as of March 28, 1998) which appears on page 39 of P-Com, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
September 22, 1998
<PAGE>
EXHIBIT 99.1
P-COM, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
------------------------------------------
I. PURPOSE OF THE PLAN
This International Employee Stock Purchase Plan is intended to promote
the interests of P-COM, Inc. by providing eligible employees of the
Corporation's Foreign Subsidiaries with the opportunity to acquire a proprietary
interest in the Corporation through the purchase of shares of Common Stock at
periodic intervals.
Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The maximum number of shares of Common Stock
which may be issued in the aggregate over the term of the Plan and the U.S. Plan
shall not exceed One Million One Hundred Fifty Thousand (1,150,000) shares. Such
authorized share reserve is comprised of (i) the Four Hundred Thousand (400,000)
shares initially authorized for issuance under the U.S. Plan, (ii) an additional
increase of Two Hundred Thousand (200,000) shares of Common Stock authorized for
issuance by the Board on February 1, 1996 and approved by the stockholders at
the 1996 Annual Meeting, (iii) a further increase of Three Hundred Thousand
(300,000) shares authorized for issuance by the Board in April 1997, and
approved by the Corporation's stockholder at the 1997 Annual Meeting, and (iv)
an additional increase of Two Hundred Fifty Thousand (250,000) shares approved
by the Board on March 11,1998 and approved by the Corporation's stockholders at
the 1998 Annual Meeting.
B. In the event any change is made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan and the U.S. Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Semi-Annual Purchase Date and
(iii) the number
<PAGE>
and class of securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits
thereunder.
IV. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.
B. Each offering period shall have a maximum duration of twenty-four
(24) months. The duration of each offering period shall be designated by the
Plan Administrator prior to its start date. The initial offering period shall
commence on August 1, 1998 and shall terminate on the last business day in
January 1999. The next offering period shall commence on the first business day
in February 1999, and subsequent offering periods shall commence as designated
by the Plan Administrator.
V. ELIGIBILITY
A. Each Eligible Employee shall be eligible to participate in the
Plan in accordance with the following provisions:
(i) An individual who is an Eligible Employee on the start date
of any offering period shall be eligible to commence participation in that
offering period on such start date or on any subsequent Semi-Annual Entry
Date within that offering period on which he/she remains an Eligible
Employee.
(ii) An individual who first becomes an Eligible Employee after
the start date of any offering period may enter that offering period on the
first Semi-Annual Entry Date on which he/she is an Eligible Employee or on
any subsequent Semi-Annual Entry Date within that offering period on which
he/she remains an Eligible Employee.
B. To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization form) and file such forms with the Plan Administrator (or its
designate) on or before his/her scheduled Entry Date. However, any Employee of
a Foreign Subsidiary who is a participant in the U.S. Plan immediately prior to
the Effective Date shall automatically become a Participant in the Plan
effective as of August 1, 1998 and such individual's payroll deductions under
the Plan shall continue at the same rate authorized under the U.S. Plan
immediately prior to the Effective Date unless the Participant shall change such
rate in accordance with Section VI.D or otherwise withdraw from the Plan in
accordance with Section VII.F.
VI. PAYROLL DEDUCTIONS
<PAGE>
A. Except to the extent otherwise provided in the Plan (or any
addendum thereto) or authorized by the Plan Administrator, the purchase price
for the shares of Common Stock acquired under the Plan shall be paid from
accumulated payroll deductions authorized by the Participant.
B. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Base Salary paid to the Participant during each Semi-Annual
Period of Participation within the offering period, up to a maximum of fifteen
percent (15%).
C. The payroll deduction authorized by the Participant shall be
collected in the currency in which paid by the Foreign Subsidiary. The payroll
deductions collected during each Semi-Annual Period of Participation shall be
converted into U.S. Dollars on the Semi-Annual Purchase Date for that Semi-
Annual Period of Participation on the basis of the exchange rate in effect on
such Semi-Annual Purchase Date. The Plan Administrator shall have the absolute
discretion to determine the applicable exchange rate to be in effect for each
Semi-Annual Purchase Date by any reasonable method which may be based on the
exchange rate actually available in the ordinary course of business on such
date. Any changes or fluctuations in the exchange rate at which the payroll
deductions collected on the Participant's behalf are converted into U.S. Dollars
on each Semi-Annual Purchase Date shall be borne solely by the Participant.
D. The rate of payroll deduction authorized by each Participant
shall continue in effect for the remainder of the offering period, except to the
extent such rate is changed in accordance with the following guidelines:
(i) The Participant may, at any time during a Semi-Annual Period
of Participation, reduce his or her rate of payroll deduction to become
effective as soon as possible after filing the appropriate form with the
Plan Administrator. The Participant may not, however, effect more than one
(1) such reduction per Semi-Annual Period of Participation.
(ii) The Participant may, prior to the commencement of any new
Semi-Annual Period of Participation within the offering period, increase
the rate of his or her payroll deduction by filing the appropriate form
with the Plan Administrator. The new rate (which may not exceed the
fifteen percent (15%) maximum) shall become effective as of the first day
of the first Semi-Annual Period of Participation following the filing of
such form.
E. Payroll deductions shall begin on the first pay day following the
Participant's Entry Date into the offering period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of the offering period. The amounts so
collected shall be credited to the Participant's book account
under the Plan, initially in the currency in which paid by the Foreign
Subsidiary until converted into U.S. Dollars on the applicable Semi-Annual
Purchase Date. Except to the extent otherwise provided by
<PAGE>
the Plan (including any addendum thereto) or by the Plan Administrator, (i) no
interest shall be paid on the balance from time to time outstanding in such
accounts and (ii) the amounts collected from the Participant shall not be held
in any segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.
F. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of Section
VII below.
G. The Participant's acquisition of Common Stock under the Plan on
any Semi-Annual Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Semi-Annual Purchase Date, whether
within the same or a different offering period.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a
-----------------------
separate purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive semi-annual
installments over the remainder of such offering period, upon the terms set
forth below. The Participant shall execute a stock purchase agreement embodying
such terms and such other provisions (not inconsistent with the Plan) as the
Plan Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
------------------------------
automatically exercised in successive semi-annual installments on each Semi-
Annual Purchase Date in an offering period, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant (other than Participants
whose payroll deductions have previously been refunded in accordance with the
Termination of Purchase Right provisions below) on each such date. The purchase
shall be effected by applying the Participant's payroll deductions for the Semi-
Annual Period of Participation ending on such Semi-Annual Purchase Date
(together with any carryover deductions from the preceding Semi-Annual Period of
Participation),as converted into U.S. Dollars, to the purchase of whole shares
of Common Stock (subject to the limitation on the maximum number of shares
purchasable per Participant on any one Semi-Annual Purchase Date) at the U.S.
Dollar purchase price in effect for the Participant for that Semi-Annual
Purchase Date.
C. PURCHASE PRICE. The U.S. Dollar purchase price per share at which
--------------
Common Stock will be purchased on the Participant's behalf on each Semi-Annual
Purchase Date within the offering period shall be equal to eighty-five percent
(85%) of the lower of (i) the Fair
-----
<PAGE>
Market Value per share of Common Stock on the Participant's Entry Date into
that offering period or (ii) the Fair Market Value per share of Common Stock
on that Semi-Annual Purchase Date. However, for each Participant whose Entry
Date is other than the start date of the offering period, the clause (i)
amount shall in no event be less than the Fair Market Value per share of
Common Stock on the start date of that offering period.
D. NUMBER OF PURCHASABLE SHARES. The number of shares purchasable
----------------------------
by a Participant on each Semi-Annual Purchase Date during the offering period
shall be the number of whole shares obtained by dividing the amount collected
from the Participant through payroll deductions during the Semi-Annual Period of
Participation ending with that Semi-Annual Purchase Date (together with any
carryover deductions from the preceding Semi-Annual Period of Participation), as
converted into U.S. Dollars, by the U.S. Dollar purchase price in effect for
that Semi-Annual Purchase Date. However, the maximum number of shares of Common
Stock purchasable per Participant on any one Semi-Annual Purchase Date shall not
exceed Two Thousand (2,000) shares, subject to periodic adjustments in the event
of certain changes in the Corporation's capitalization.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
-------------------------
the purchase of shares of Common Stock on any Semi-Annual Purchase Date because
they are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Semi-Annual Purchase Date. However,
any payroll deductions not applied to the purchase of Common Stock by reason of
the limitation on the maximum number of shares purchasable by the Participant on
the Semi-Annual Purchase Date shall be promptly refunded in the currency in
which collected by the Foreign Subsidiary.
F. TERMINATION OF PURCHASE RIGHT. The following provisions shall
-----------------------------
govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the next Semi-Annual
Purchase Date in an offering period, terminate his or her outstanding
purchase right under the offering period by filing the appropriate form
with the Plan Administrator (or its designate), and no further payroll
deductions shall be collected from the Participant with respect to the
terminated purchase right. Any payroll deductions collected during the
Semi-Annual Period of Participation in which such termination occurs shall,
at the Participant's election, be immediately refunded in the currency in
which collected by the Foreign Subsidiary or held for the purchase of
shares on the next Semi-Annual Purchase Date. If no such election is made
at the time such purchase right is terminated, then the payroll deductions
collected with respect to the terminated right shall be refunded as soon as
possible in the currency in which collected by the Foreign Subsidiary.
(ii) The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the offering period for
which the terminated purchase right was granted. To resume participation
in any subsequent
<PAGE>
offering period, such individual must re-enroll in the Plan (by making a
timely filing of the prescribed enrollment forms) on or before the date
he or she is first eligible to join the new offering period.
(iii) Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status)
while his or her purchase right remains outstanding, then that purchase
right shall immediately terminate, and all of the Participant's payroll
deductions for the Semi-Annual Period of Participation in which such
cessation of Eligible Employee status occurs shall be immediately refunded
in the currency in which collected by the Foreign Subsidiary.
G. TRANSFER OF EMPLOYMENT. In the event that a Participant who is an
----------------------
Employee of a Foreign Subsidiary is transferred and becomes an Employee of the
Corporation during a Semi-Annual Period of Participation under the Plan, such
individual shall continue to remain a Participant in the Plan and payroll
deductions shall continue to be collected until the next Semi-Annual Purchase
Date as if the Participant had remained an Employee of the Foreign Subsidiary.
In the event that an Employee of the Corporation who is a participant
in the U.S. Plan is transferred and becomes an Employee of a Foreign Subsidiary
during a Semi-Annual Period of Participation in effect under the U.S. Plan, such
individual shall automatically become a Participant under the Plan for the
duration of the Semi-Annual Period of Participation in effect at that time under
the Plan and the balance in such individual's book account maintained under the
U.S. Plan shall be transferred as a balance to a book account opened for such
individual under the Plan. Such balance, together with all other payroll
deductions collected from such individual by the Foreign Subsidiary for the
remainder of the Semi-Annual Period of Participation under the Plan (as
converted into U.S. Dollars), shall be applied on the next Semi-Annual Purchase
Date to the purchase of shares under the Plan.
H. CORPORATE TRANSACTION. In the event of a Corporate Transaction
---------------------
during the offering period, each outstanding purchase right shall automatically
be exercised, immediately prior to the effective date of such Corporate
Transaction, by applying the payroll deductions of each Participant for the
Semi-Annual Period of Participation in which such Corporate Transaction occurs
to the purchase of whole shares of Common Stock at a purchase price per share
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per
-----
share of Common Stock on the Participant's Entry Date into the offering period
in which such Corporate Transaction occurs or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Corporate
Transaction. However, the applicable share limitations per Participant shall
continue to apply to any such purchase, and the clause (i) amount above shall
not, for any Participant whose Entry Date for the offering period is other than
the start date of that offering period, be less than the Fair Market Value per
share of Common Stock on such start date. Payroll deductions not yet converted
into U.S. Dollars at the time of the Corporate Transaction shall be converted
from the currency in which paid by the Foreign Subsidiary into U.S. Dollars on
the basis of the exchange rate in effect at as determined by the Plan
Administrator at the time of the Corporate Transaction.
<PAGE>
The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.
I. PRORATION OF PURCHASE RIGHTS. Should the total number of shares
----------------------------
of Common Stock which are to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant (and each participant in the U.S. Plan)
to the extent in excess of the aggregate purchase price payable for the Common
Stock pro-rated to such individual, shall be refunded.
J. ASSIGNABILITY. During the Participant's lifetime, the purchase
-------------
right shall be exercisable only by the Participant and shall not be assignable
or transferable by the Participant.
K. STOCKHOLDER RIGHTS. A Participant shall have no stockholder
------------------
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right outstanding under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand U.S. Dollars (U.S.$25,000) worth of stock of the Corporation or any
Corporate Affiliate (determined on the basis of the Fair Market Value of such
stock on the date or dates such rights are granted) for each calendar year such
rights are at any time outstanding.
B. For purposes of applying such accrual limitations, the following
provisions shall be in effect:
(i) The right to acquire Common Stock under each purchase right
shall accrue on each Semi-Annual Purchase Date for which the right remains
outstanding.
(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock under
one (1)
<PAGE>
or more other purchase rights at a rate equal to Twenty-Five Thousand
U.S. Dollars (U.S.$25,000) worth of Common Stock (determined on the basis
of the Fair Market Value of such stock on the date or dates of grant) for
each calendar year such rights were at any time outstanding.
C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Semi-Annual Period of
Participation, then the payroll deductions which the Participant made during
that Semi-Annual Period of Participation with respect to such purchase right
shall be promptly refunded.
D. In the event there is any conflict between the provisions of this
article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on July 15, 1998 and became
effective on the Effective Date.
B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in January 2005, (ii) the date on
--------
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Corporate Transaction.
X. AMENDMENT OF THE PLAN
A. The Board may alter, amend, suspend or discontinue the Plan
following the close of any Semi-Annual Period of Participation. However, the
Board may not, without the approval of the Corporation's stockholders, (i)
materially increase the number of shares issuable under the Plan or the maximum
number of shares purchasable per Participant on any one Semi-Annual Purchase
Date, except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares purchasable under the Plan, or
(iii) materially increase the benefits accruing to Participants under the Plan
or materially modify the requirements for eligibility to participate in the
Plan.
B. The Corporation shall have the right, exercisable in the sole
discretion of the Plan Administrator, to terminate all outstanding purchase
rights under the Plan immediately following the close of any Semi-Annual Period
of Participation. Should the Corporation elect to exercise such right, then the
Plan shall terminate in its entirety. No further purchase rights shall
thereafter be granted or exercised, and no further payroll deductions shall
thereafter be collected, under the Plan.
XI. GENERAL PROVISIONS
<PAGE>
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
C. Except to the extent otherwise provided in any addendum to the
Plan, the provisions of the Plan shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules.
D. A Foreign Subsidiary or the Corporation, as the case may be, shall
have the right to deduct from any payment to be made under this Plan, or to
otherwise require, prior to the issuance or delivery of any shares of Common
Stock or the payment of any cash, payment by each Participant, of any tax
required by applicable law to be withheld.
E. Additional provisions for individual Foreign Subsidiaries may be
incorporated in one or more Addenda to the Plan. Such Addenda shall have full
force and effect with respect to the Foreign Subsidiaries to which they apply.
In the event of a conflict between the provisions of such an Addendum and one or
more other provisions of the Plan, the provisions of the Addendum shall be
controlling.
<PAGE>
SCHEDULE A
----------
CORPORATIONS PARTICIPATING IN P-COM, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
AS OF AUGUST 1, 1998
---------------------
P-Com GmbH
P-Com Services (UK) Limited
P-Com United Kingdom, Inc.
RT Masts Limited
P-Com Canada
<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Plan:
A. BASE SALARY shall mean the regular base salary paid to a
-----------
Participant by one or more Foreign Subsidiaries during such individual's period
of participation in the Plan. The following items of compensation shall NOT be
included in Base Salary: (i) all overtime payments, bonuses, commissions (other
than those functioning as base salary equivalents), profit-sharing distributions
and other incentive-type payments and (ii) any and all contributions made on the
Participant's behalf by the Corporation or any Corporate Affiliate under any
employee benefit or welfare plan now or hereafter established.
B. BOARD shall mean the Corporation's Board of Directors.
-----
C. CODE shall mean the U.S. Internal Revenue Code of 1986, as
----
amended.
D. COMMON STOCK shall mean the Corporation's common stock.
------------
E. CORPORATE AFFILIATE shall mean any parent or subsidiary
-------------------
corporation (as determined in accordance with Code Section 424) of the
Corporation, whether now existing or subsequently established.
F. CORPORATE TRANSACTION shall mean either of the following
---------------------
stockholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation.
G. CORPORATION shall mean P-COM, Inc., a Delaware corporation, and
-----------
any corporate successor to all or substantially all of the assets or voting
stock of P-COM, Inc. which shall by appropriate action adopt the Plan.
H. EFFECTIVE DATE shall mean August 1, 1998. Any Foreign Subsidiary
--------------
which is approved by the Board to extend the benefits of the Plan to its
employees after such Effective Date shall designate a subsequent Effective Date
with respect to its employee-Participants.
<PAGE>
I. ELIGIBLE EMPLOYEE shall mean any person who is engaged, on a
-----------------
regularly-scheduled basis of more than twenty (20) hours per week for more than
five (5) months per calendar year, in the rendition of personal services to any
Foreign Subsidiary as an employee.
J. ENTRY DATE shall mean the date an Eligible Employee first
----------
commences participation in the offering period in effect under the Plan. The
earliest Entry Date under the Plan shall be the Effective Date, and subsequent
Entry Dates shall correspond with the Semi-Annual Entry Dates permitted under
the Plan.
K. FAIR MARKET VALUE per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the U.S. Dollar
closing selling price per share of Common Stock on the date in question, as
such price is reported by the National Association of Securities Dealers on
the Nasdaq National Market or any successor system. If there is no closing
selling price for the Common Stock on the date in question, then the Fair
Market Value shall be the U.S. Dollar closing selling price on the last
preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the U.S. Dollar closing
selling price per share of Common Stock on the date in question on the
Stock Exchange determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no U.S.
Dollar closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the U.S. Dollar closing selling price
on the last preceding date for which such quotation exists.
L. FOREIGN SUBSIDIARY shall mean any non-U.S. Corporate Affiliate or
------------------
Affiliates as may be authorized from time to time by the Board to extend the
benefits of the Plan to their Eligible Employees. The Foreign Subsidiaries
participating in the Plan as of the Effective Date are listed in attached
Schedule A.
M. 1933 ACT shall mean the Securities Act of 1933, as amended.
--------
N. PARTICIPANT shall mean any Eligible Employee of a Foreign
-----------
Subsidiary who is actively participating in the Plan.
O. PLAN shall mean the Corporation's International Employee Stock
----
Purchase Plan, as set forth in this document.
P. PLAN ADMINISTRATOR shall mean the committee of two (2) or more
------------------
Board members appointed by the Board to administer the Plan.
<PAGE>
Q. SEMI-ANNUAL ENTRY DATE shall mean the first U.S. business day of
----------------------
February and August each calendar year within an offering period in effect under
the Plan. However, the earliest Semi-Annual Entry Date for the initial offering
period under the Plan shall be the Effective Date.
R. SEMI-ANNUAL PERIOD OF PARTICIPATION shall mean each semi-annual
-----------------------------------
period for which the Participant participates in an offering period in effect
under the Plan. There shall be a maximum of four (4) semi-annual periods of
participation within each offering period. Semi-annual periods shall be
measured from the first U.S. business day of August in each calendar year to the
last U.S. business day of January in the succeeding calendar year and from the
first U.S. business day of February in each calendar year to the last U.S.
business day of July in that calendar year.
S. SEMI-ANNUAL PURCHASE DATE shall mean the last U.S. business day of
-------------------------
each Semi-Annual Period of Participation. The initial Semi-Annual Purchase Date
shall be January 31, 1999.
T. STOCK EXCHANGE shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.
U. U.S. PLAN shall mean the P-Com, Inc. Employee Stock Purchase Plan.
---------
<PAGE>
EXHIBIT 99.2
P-COM, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN ("IESPP")
ENROLLMENT/CHANGE FORM
Action Complete Sections:
------ ------------------
SECTION 1:
[_] New Enrollment 2, 3, 6, 7 and sign attached
ACTIONS ---
Stock Purchase Agreement
[_] Payroll Deduction Change 2, 4, 7
[_] Terminate Payroll Deductions 2, 5, 7
[_] Beneficiary Change 2, 6, 7
================================================================================
SECTION 2:
Name _______________________________________________________ _______
PERSONNEL Last First MI Dept.
DATA
Home Address _______________________________________________________
Street
___________________________________________________________________
City State Zip Code
Social Security #: [_][_][_]-[_][_]-[_][_][_][_]
================================================================================
SECTION 3:
Effective with Semi-
NEW Annual Entry Date: Payroll Deduction Amount:
ENROLLMENT [_] April 1, 1998 ____% of base salary*
[_] August 1, ______ * Must be a multiple of 1% up to a
[_] February 1, ______ maximum of 15% of base salary
================================================================================
SECTION 4:
Effective with the I authorize the following new
PAYROLL Pay Period Beginning: level of payroll deduction:
DEDUCTION _____________________________ _______% of base salary*
CHANGE Month, Day and Year
* Must be a multiple of 1% up to a
maximum of 15% of base salary
NOTE: You may reduce your rate of payroll deductions once per
----
semi-annual period of participation to become effective as
soon as possible following the filing of the change form.
You may also increase your rate of payroll deductions to
become effective as of the start date of the next semi-
annual period of participation.
================================================================================
SECTION 5:
Effective with the Your election to terminate your
TERMINATE Pay Period Beginning: payroll deductions for the
PAYROLL _____________________________ the balance of the offering period
DEDUCTIONS Month, Day and Year cannot be changed, and you may not
rejoin the offering period at a
later date. You will not be able
to resume participation in the
IESPP prior to the start of the
next offering period.
In connection with my voluntary termination of payroll deductions, I
elect the following action regarding my IESPP payroll deductions to
date in the current semi-annual period of participation:
[_] Purchase shares of P-COM, Inc. at end of the period
OR
[_] Refund IESPP payroll deductions collected
NOTE: If your employment terminates for any reason or your eligibility
----
status changes (less than 20 hrs/wk or less than 5 months/yr), you
will immediately cease to participate in the IESPP, and your IESPP
payroll deductions collected in that semi-annual period will
automatically be refunded to you.
================================================================================
SECTION 6:
Beneficiary(ies) Relationship of Beneficiary(ies)
BENEFICIARY ---------------- --------------------------------
--------------------------- ------------------------------------
--------------------------- ------------------------------------
================================================================================
SECTION 7:
AUTHORIZATION
I WOULD LIKE MY CERTIFICATE TO BE ISSUED AS FOLLOWS: (PRINT NAME(S) EXACTLY AS
THEY SHOULD APPEAR.)
[_] My name only, ____________________________________________________.
[_] My name, __________________________________________________________, and my
spouse, ________________________________________________________, [_] AS
COMMUNITY PROPERTY OR [_] AS JOINT TENANTS.
[_] Issued in street name and delivered to my designated brokerage account.
___________________________ _________________________________________________
Date Signature of Employee PALLIB1\ZP\1089330.01
<PAGE>
EXHIBIT 99.3
P-COM, INC.
INTERNATIONAL STOCK PURCHASE AGREEMENT - [ ]
--------------------------------------
I HEREBY ELECT TO PARTICIPATE IN THE INTERNATIONAL EMPLOYEE STOCK PURCHASE
PLAN (THE "IESPP") FOR THE OFFERING PERIOD SPECIFIED BELOW, AND I HEREBY
SUBSCRIBE TO PURCHASE SHARES OF COMMON STOCK OF P-COM, INC. (THE "CORPORATION")
IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE IESPP. 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.
I UNDERSTAND THAT THE OFFERING PERIOD IS DIVIDED INTO A SERIES OF CONSECUTIVE
SEMI-ANNUAL PERIODS OF PARTICIPATION. THOSE SEMI-ANNUAL PERIODS WILL BEGIN ON
THE FIRST BUSINESS DAY OF AUGUST AND FEBRUARY EACH YEAR DURING THE OFFERING
PERIOD, AND MY PARTICIPATION WILL AUTOMATICALLY REMAIN IN EFFECT FROM ONE SEMI-
ANNUAL PERIOD TO THE NEXT DURING THE OFFERING PERIOD IN ACCORDANCE WITH MY
PAYROLL DEDUCTION AUTHORIZATION, UNLESS I WITHDRAW FROM THE IESPP OR CHANGE THE
RATE OF MY PAYROLL DEDUCTION OR UNLESS MY EMPLOYMENT STATUS CHANGES.
MY PAYROLL DEDUCTIONS WILL BE CONVERTED INTO U.S. DOLLARS ON THE LAST U.S.
BUSINESS DAY OF EACH SEMI-ANNUAL PERIOD OF PARTICIPATION. MY PAYROLL DEDUCTIONS
(AS CONVERTED INTO U.S. DOLLARS) WILL BE ACCUMULATED FOR THE PURCHASE OF SHARES
OF THE CORPORATION'S COMMON STOCK ON THE LAST U.S. BUSINESS DAY OF EACH SEMI-
ANNUAL PERIOD OF PARTICIPATION WITHIN THE OFFERING PERIOD. THE PURCHASE PRICE
PER SHARE WILL BE 85% OF THE LOWER OF (I) THE U.S. DOLLAR FAIR MARKET VALUE PER
-----
SHARE OF COMMON STOCK ON MY ENTRY DATE INTO THE OFFERING PERIOD OR (II) THE U.S.
DOLLAR FAIR MARKET VALUE PER SHARE ON THE SEMI-ANNUAL 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 UNDERSTAND THAT I CAN WITHDRAW FROM THE IESPP AT ANY TIME PRIOR TO THE LAST
BUSINESS DAY OF A SEMI-ANNUAL PERIOD OF PARTICIPATION AND ELECT EITHER TO HAVE
THE CORPORATION REFUND ALL MY PAYROLL DEDUCTIONS FOR THAT PERIOD OR TO HAVE SUCH
PAYROLL DEDUCTIONS APPLIED TO THE PURCHASE OF COMMON STOCK AT THE END OF SUCH
PERIOD. HOWEVER, I MAY NOT REJOIN THAT PARTICULAR OFFERING 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 IESPP WILL IMMEDIATELY CEASE
AND ALL MY PAYROLL DEDUCTIONS FOR THE SEMI-ANNUAL PERIOD IN WHICH MY EMPLOYMENT
TERMINATES OR MY LOSS OF ELIGIBILITY OCCURS WILL AUTOMATICALLY BE REFUNDED.
SHOULD I DIE WHILE AN IESPP PARTICIPANT, MY PAYROLL DEDUCTIONS WILL
AUTOMATICALLY CEASE AND MY ESTATE WILL RECEIVE A REFUND OF MY PAYROLL DEDUCTIONS
FOR THE SEMI-ANNUAL PERIOD IN WHICH I DIE. I FURTHER UNDERSTAND THAT I MAY
REDUCE THE RATE OF MY PAYROLL DEDUCTIONS ON ONE OCCASION PER SEMI-ANNUAL PERIOD
OF PARTICIPATION AND THAT I MAY INCREASE MY RATE OF PAYROLL DEDUCTIONS TO BECOME
EFFECTIVE AT THE BEGINNING OF ANY SUBSEQUENT SEMI-ANNUAL PERIOD OF
PARTICIPATION.
I UNDERSTAND THAT I WILL RECEIVE A STOCK CERTIFICATE FOR THE SHARES PURCHASED
ON MY BEHALF AFTER THE END OF EACH PURCHASE PERIOD. 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 UNDERSTAND THAT THE CORPORATION HAS THE RIGHT, EXERCISABLE IN ITS SOLE
DISCRETION, TO AMEND OR TERMINATE THE IESPP 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 SEMI-ANNUAL PERIOD OF
PARTICIPATION. SHOULD THE CORPORATION ELECT TO TERMINATE THE IESPP, I WILL HAVE
NO FURTHER RIGHTS TO PURCHASE SHARES OF COMMON STOCK PURSUANT TO THIS AGREEMENT.
I UNDERSTAND THAT THE IESPP SETS FORTH RESTRICTIONS (I) LIMITING THE MAXIMUM
NUMBER OF SHARES WHICH I MAY PURCHASE DURING ANY SEMI-ANNUAL PERIOD OF
PARTICIPATION AND (II) PROHIBITING ME FROM PURCHASING MORE THAN $25,000 WORTH OF
COMMON STOCK FOR EACH CALENDAR YEAR MY PURCHASE RIGHT REMAINS OUTSTANDING.
I ACKNOWLEDGE THAT I HAVE RECEIVED AND MAY CONTINUE TO RECEIVE THE OPPORTUNITY
TO PURCHASE STOCK UNDER THE IESPP. I UNDERSTAND THAT THE GRANT OF A PURCHASE
RIGHT IN ONE YEAR OR AT ONE TIME DOES NOT IN ANY WAY OBLIGATE P-COM, INC. OR
______________ TO MAKE A GRANT OR AWARD IN ANY FUTURE
<PAGE>
YEAR OR IN ANY GIVEN AMOUNT. I ACKNOWLEDGE AND UNDERSTAND THAT THE IESPP IS
WHOLLY DISCRETIONARY IN NATURE AND IS NOT TO BE CONSIDERED PART OF MY NORMAL
OR EXPECTED COMPENSATION SUBJECT TO SEVERANCE, RESIGNATION, REDUNDANCY OR
SIMILAR PAY.
I HEREBY AUTHORIZE AND DIRECT ________________ TO DISCLOSE TO P-COM, INC. OR
ANY OF ITS SUBSIDIARIES SUCH INFORMATION REGARDING MY EMPLOYMENT, THE NATURE AND
AMOUNT OF MY COMPENSATION AND THE FACT AND CONDITIONS OF MY PARTICIPATION IN THE
IESPP AS _________________ DEEMS NECESSARY TO FACILITATE THE ADMINISTRATION OF
SUCH PLAN.
I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THE OFFICIAL PLAN PROSPECTUS
SUMMARIZING THE MAJOR FEATURES OF THE IESPP. I HAVE READ THIS AGREEMENT AND THE
PROSPECTUS AND HEREBY AGREE TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND
THE IESPP. THE EFFECTIVENESS OF THIS AGREEMENT IS DEPENDENT UPON MY ELIGIBILITY
TO PARTICIPATE IN THE IESPP.
DATE: ___________________, 199__
SIGNATURE OF EMPLOYEE
PRINTED NAME:
DURATION OF OFFERING PERIOD: FROM AUGUST 1, 1998 TO JANUARY 31, 1999
ENTRY DATE INTO OFFERING PERIOD: _____________, 199_
2
