Exhibit 99.2
XXXXX.XXX, INC.
STOCK OPTION ASSUMPTION AGREEMENT
WISEADS INTERACTIVE, INC.
1999 STOCK OPTION PLAN
OPTIONEE: _____________,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the ______
day of August, 2000 by Xxxxx.xxx, Inc., a Delaware corporation ("Xxxxx.xxx").
WHEREAS, the undersigned individual ("Optionee") holds one
or more outstanding options to purchase shares of the common stock of WiseAds
NewMedia, Inc., a Delaware corporation ("WiseAds"), which were granted to
Optionee under the 1999 WiseAds Interactive, Inc. Stock Option Plan (the
"Plan") and are each evidenced by an Option Certificate (the "Option
Agreement").
WHEREAS, WiseAds has been acquired by Xxxxx.xxx through the
merger of a wholly owned subsidiary of Xxxxx.xxx with and into WiseAds (the
"Merger") pursuant to the Agreement and Plan of Merger and Reorganization, by
and between Xxxxx.xxx, WANM Acquisition Corp., WiseAds and other parties
thereto (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require
Xxxxx.xxx to assume all obligations of WiseAds 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 0.11580816
shares of Xxxxx.xxx common stock ("Xxxxx.xxx Stock") for each outstanding share
of WiseAds common stock ("WiseAds 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 Xxxxx.xxx in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of WiseAds Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "WiseAds
Options") and the exercise price payable per share are set forth below.
Xxxxx.xxx hereby assumes, as of the Effective Time, all the duties and
obligations of WiseAds under each of the WiseAds Options. In connection with
such assumption, the number of shares of Xxxxx.xxx Stock purchasable under each
WiseAds Option hereby assumed and the exercise price payable thereunder have
been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares
of Xxxxx.xxx Stock subject to each WiseAds Option hereby assumed shall be as
specified for that option below, and
the adjusted exercise price payable per share of Xxxxx.xxx Stock under the
assumed WiseAds Option shall also be as indicated for that option below.
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WISEADS STOCK OPTIONS XXXXX.XXX ASSUMED OPTIONS
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# of Shares of WiseAds Exercise Price # of Shares of Xxxxx.xxx Adjusted Exercise
Common Stock per Share Common Stock Price per Share
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2. The intent of the foregoing adjustments to each assumed
WiseAds Option is to assure that the spread between the aggregate fair market
value of the shares of Xxxxx.xxx 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 WiseAds Stock subject to the WiseAds 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 WiseAds Option immediately prior
to the Merger.
3. The following provisions shall govern each WiseAds Option
hereby assumed by Xxxxx.xxx:
(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 the
"Company" shall mean Xxxxx.xxx, (ii) to "Share" shall mean
share of Xxxxx.xxx Stock, (iii) to the "Board" shall mean the
Board of Directors of Xxxxx.xxx and (iv) to the "Committee"
shall mean the Compensation Committee of the Xxxxx.xxx Board
of Directors.
(b) The grant date and the expiration date of each
assumed WiseAds Option and all other provisions which govern
either the exercise or the termination of the assumed WiseAds
Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase Xxxxx.xxx
Stock.
(c) Your options assumed by Xxxxx.xxx which were
originally designated on your Option Certificate as Incentive
Options shall remain Incentive Stock Options to the maximum
extent allowed by law.
(d) Pursuant to the terms of the Option Agreement,
all of your options assumed by Xxxxx.xxx in connection with
the transaction will vest and become exercisable on an
accelerated basis upon the consummation of the
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Merger. Each WiseAds Option shall be assumed by Xxxxx.xxx as
of the Effective Time.
(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 or a consultant of WiseAds, Optionee
shall be deemed to continue in such status as an employee or a
consultant for so long as Optionee renders services as an
employee or a consultant to Xxxxx.xxx or any present or future
Xxxxx.xxx subsidiary. Accordingly, the provisions of the
Option Agreement governing the termination of the assumed
WiseAds Options upon Optionee's cessation of service as an
employee or a consultant of WiseAds shall hereafter be applied
on the basis of Optionee's cessation of employee or consultant
status with Xxxxx.xxx and its subsidiaries, and each assumed
WiseAds Option shall accordingly terminate, within the
designated time period in effect under the Option Agreement
for that option, generally a three (3) month period, following
such cessation of service as an employee or a consultant of
Xxxxx.xxx and its subsidiaries.
(f) The adjusted exercise price payable for the
Xxxxx.xxx Stock subject to each assumed WiseAds 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 Xxxxx.xxx
Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as WiseAds Stock
prior to the Merger shall be taken into account.
(g) Any exercise of an assumed WiseAds Option shall
be made through AST Stock Plan's website, pursuant to
instructions previously provided to Optionee by AST.
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, Xxxxx.xxx, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the __ day of August, 2000.
XXXXX.XXX, INC.
By:
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Corporate Secretary
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 WiseAds Options hereby assumed by Xxxxx.xxx are as
set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.
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___________, OPTIONEE
DATED: __________________, ________
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