EXHIBIT 99.5
Full Acceleration
E*TRADE GROUP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
CARD CAPTURE SERVICES, INC.
1997 INCENTIVE STOCK OPTION PLAN
Optionee: First_Name Last_Name,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 5th day of May,
2000 by E*TRADE Group, Inc., a Delaware corporation ("E*TRADE").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Card Capture
Services, Inc., an Oregon corporation ("CCS"), which were granted to Optionee
under the CCS 1997 Incentive Stock Option Plan (the "Plan") and are each
evidenced by a Stock Option Agreement (the "Option Agreement").
WHEREAS, CCS has been acquired by E*TRADE through the merger of Card
Acquisition Inc. ("Merger Sub") with and into CCS, whereby CCS has become a
wholly-owned subsidiary of E*TRADE (the "Merger") pursuant to the Agreement and
Plan of Merger by and between E*TRADE, CCS and Merger Sub (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require E*TRADE to
assume all obligations of CCS under all outstanding options under the Plan at
the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 0.4149 of a
share of E*TRADE common stock, par value $0.01 per share ("E*TRADE Stock"), for
each outstanding share of CCS common stock ("CCS Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by E*TRADE in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of CCS Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "CCS Options") and the
exercise price payable per share are set forth below. E*TRADE hereby assumes, as
of the Effective Time, all
the duties and obligations of CCS under each of the CCS Options. In connection
with such assumption, the number of shares of E*TRADE Stock purchasable under
each CCS Option hereby assumed and the exercise price payable thereunder have
been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares
of E*TRADE Stock subject to each CCS Option hereby assumed shall be as specified
for that option below, and the adjusted exercise price payable per share of
E*TRADE Stock under the assumed CCS Option shall also be as indicated for that
option below.
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CCS STOCK OPTIONS E*TRADE ASSUMED OPTIONS
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# of Shares of CCS Exercise Price # of Shares of Adjusted Exercise
Common Stock per Share E*TRADE Common Stock Price per Share
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CCS Shares $CCS Price E*TRADE Shares $E*TRADE Price
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2. The intent of the foregoing adjustments to each assumed CCS
Option is to assure that the spread between the aggregate fair market value of
the shares of E*TRADE Stock purchasable under each such option and the aggregate
exercise price as adjusted pursuant to this Agreement will, immediately after
the consummation of the Merger, be not less than the spread which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the CCS Stock subject to the CCS Option and the aggregate exercise price in
effect at such time under the Option Agreement. Such adjustments are also
intended to preserve, immediately after the Merger, on a per share basis, the
same ratio of exercise price per option share to fair market value per share
which existed under the CCS Option immediately prior to the Merger.
3. The following provisions shall govern each CCS Option hereby
assumed by E*TRADE:
(a) Unless the context otherwise requires, all references in
each Option Agreement and, if applicable, in the Plan (as incorporated
into such Option Agreement) (i) to "Card Capture Services, Inc., the
"Corporation" or the "Company" shall mean E*TRADE, (ii) to "Share"
shall mean a share of E*TRADE Stock, (iii) to "Stock" or "Common
Stock" shall mean E*TRADE Stock, (iv) to the "Board" shall mean the
Board of Directors of E*TRADE and (v) to the "Committee" shall mean
the Compensation Committee of the E*TRADE Board of Directors.
(b) The grant date and the expiration date of each assumed
CCS Option and all other provisions which govern either the exercise
or the termination of the assumed CCS Option shall remain the same as
set forth in the Option Agreements applicable to that option, and the
provisions of the Option Agreements shall accordingly govern and
control Optionee's rights under this Agreement to purchase E*TRADE
Stock.
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(c) Pursuant to the terms of the Option Agreement, your
option assumed by E*TRADE in connection with the transaction, to the
extent it was unvested prior to the merger, became fully vested and
exercisable upon the consummation of the Merger.
(d) Your option as assumed by E*TRADE which was originally
designated on your Notice of Grant as an Incentive Option shall remain
an Incentive Stock Option to the maximum extent allowed by law.
(e) For purposes of applying any and all provisions of the
Option Agreement and/or the Plan relating to Optionee's status as an
employee of CCS, Optionee shall be deemed to continue in such status
as an employee for so long as Optionee renders services as an employee
to E*TRADE or any present or future E*TRADE subsidiary. Accordingly,
the provisions of the Option Agreement governing the termination of
the assumed CCS Options upon Optionee's cessation of service as an
employee of CCS shall hereafter be applied on the basis of Optionee's
cessation of employee status with E*TRADE and its subsidiaries, and
each assumed CCS Option shall accordingly terminate, within the
designated time period in effect under the Option Agreement for that
option, following such cessation of service as an employee of E*TRADE
and its subsidiaries.
(f) The adjusted exercise price payable for the E*TRADE
Stock subject to each assumed CCS Option shall be payable in any of
the forms authorized under the Option Agreement applicable to that
option. For purposes of determining the holding period of any shares
of E*TRADE Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as CCS Stock prior to the
Merger shall be taken into account.
(g) In order to exercise each assumed CCS Option, Optionee
must deliver to E*TRADE a written notice of exercise in which the
number of shares of E*TRADE Stock to be purchased thereunder must be
indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of E*TRADE
Stock and should be delivered to E*TRADE at the following address:
E*TRADE Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Stock Administration
4. Except to the extent specifically modified by this Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
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IN WITNESS WHEREOF, E*TRADE Group, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the ______ day of ___________, 2000.
E*TRADE GROUP, INC.
By:
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Name:
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Title:
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ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her CCS Options hereby assumed by E*TRADE are as set
forth in the Option Agreement, the Plans, as applicable, and such Stock Option
Assumption Agreement.
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First_Name Last_Name, OPTIONEE
DATED: __________________, 2000
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