EXHIBIT 99.3
FORM OF XXXXXXXXXXX.XXX, INC. STOCK OPTION ASSUMPTION AGREEMENT
EXHIBIT 99.3
VALUECLICK, INC.
STOCK OPTION ASSUMPTION AGREEMENT
XXXXXXXXXXX.XXX, INC.
STOCK OPTION PLAN
OPTIONEE: _______________,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 8th day
of December, 2000, by ValueClick, Inc., a Delaware corporation ("ValueClick").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of
XxxxxXxxxxx.xxx, Inc., a Delaware corporation ("ClickAgents"), which were
granted to Optionee pursuant to the XxxxxXxxxxx.xxx, Inc. Stock Option Plan (the
"Plan") and are each evidenced by a Stock Option Award Agreement (the "Option
Agreement") with any shares purchased under such options to be subject to the
terms and conditions therein.
WHEREAS, ClickAgents has been acquired by ValueClick (the
"Merger") pursuant to an Agreement and Plan of Merger dated November 1, 2000
(the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require
ValueClick to assume all obligations of ClickAgents under each outstanding
option under the Plan at the consummation of the Merger and ValueClick desires
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 assumption of
options under the Merger is 0.28859246 shares of ValueClick common stock, par
value $0.001 ("ValueClick Stock") for each outstanding share of ClickAgents
common stock ("ClickAgents Stock") (rounded down to the nearest whole number of
shares of ValueClick Stock).
WHEREAS, the purpose of this Agreement is to evidence the
assumption by ValueClick of the outstanding options held by Optionee at the time
of the consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to those options which have become necessary in connection with
their assumption by ValueClick in the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of ClickAgents Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "ClickAgents Options") and
the exercise price payable per share are set forth below. ValueClick hereby
assumes, as of the Effective Time, all the duties and obligations of ClickAgents
under each of the ClickAgents Options. In
connection with such assumption, the number of shares of ValueClick Stock
purchasable under each ClickAgents Option hereby assumed and the exercise price
payable thereunder have been adjusted to reflect the Exchange Ratio.
Accordingly, the number of shares of ValueClick Stock subject to each
ClickAgents Option hereby assumed shall be as specified for that option below,
and the adjusted exercise price payable per share of ValueClick Stock under the
assumed ClickAgents Option shall also be as indicated for that option below.
------------------------------------------------------------ ---------------------------------------------------------
CLICKAGENTS STOCK OPTIONS VALUECLICK ASSUMED OPTIONS
------------------------------------------------------------ ---------------------------------------------------------
# of Shares of # of Shares
ClickAgents Exercise Price of ValueClic Adjusted Exercise
Common Stock per Share Common Stock Price per Share
------------------------------- ---------------------------- ------------------------ --------------------------------
$ $
------------------------------- ---------------------------- ------------------------ --------------------------------
2. The intent of the foregoing adjustments to each assumed ClickAgents
Option is to assure that the spread between the aggregate fair market value of
the shares of ValueClick Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will not,
immediately after the consummation of the Merger, be greater than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the ClickAgents Stock subject to the ClickAgents 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 ClickAgents Option immediately
prior to the Merger.
3. Each ClickAgents Option shall continue to have a maximum term of ten
(10) years from the date of grant, subject to earlier termination (as provided
in the applicable Option Agreement) following Optionee's cessation of service or
employment.
4. The following provisions shall govern each ClickAgents Option hereby
assumed by ValueClick:
(a) Unless the context otherwise requires, all references in
the Option Agreement and the applicable Plan (to the extent
incorporated into such Option Agreement) shall be adjusted as follows:
(i) all references to the "Company" shall mean ValueClick, (ii) all
references to "Stock," "Common Stock" or "Shares" shall mean shares of
ValueClick Stock, (iii) all references to the "Board" shall mean the
Board of Directors of ValueClick, (iv) all references to "Plan" shall
mean the XxxxxXxxxxx.xxx, Inc. Stock Option Plan assumed pursuant to
the Merger Agreement and this Assumption Agreement and (v) all
references to the "Committee" shall mean the Compensation Committee of
the ValueClick Board of Directors or the Board of Directors of
ValueClick if no such committee has been appointed.
(b) Except as modified by this Agreement, the grant date and
the expiration date of each assumed ClickAgents Option and all other
provisions which govern either the exercise or the termination of the
assumed ClickAgents
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Option shall remain the same as set forth in the Option Agreement
applicable to that option, and the provisions of the applicable Plan
and the Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase ValueClick Stock
under the assumed ClickAgents Option.
(c) Each ClickAgents Option assumed by ValueClick which was
originally designated as an Incentive Stock Option under the federal
tax laws shall retain such Incentive Stock Option status to the maximum
extent permitted by law.
(d) Each ClickAgents Option hereby assumed by ValueClick shall
continue to vest and become exercisable in accordance with the same
installment vesting schedule in effect for that option under the
applicable Option Agreement immediately prior to the Effective Time;
provided, that the number of shares subject to each such installment
shall be adjusted to reflect the Exchange Ratio.
(e) For purposes of applying any and all provisions of the
Option Agreement and the applicable Plan relating to Optionee's status
as an employee or a consultant of ClickAgents, 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
ValueClick or any present or future majority-owned ValueClick
subsidiary. Accordingly, the provisions of the Option Agreement
governing the termination of the assumed ClickAgents Options upon
Optionee's cessation of service as an employee or a consultant of
ClickAgents shall hereafter be applied on the basis of Optionee's
cessation of employee or consultant status with ValueClick and its
subsidiaries, and each assumed ClickAgents Option shall accordingly
terminate, within the designated time period in effect under the Option
Agreement for that option, following such cessation of employee or
consultant status.
(f) The adjusted exercise price payable for the ValueClick
Stock subject to each assumed ClickAgents 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 ValueClick Stock delivered in payment of such adjusted
exercise price, the period for which such shares were held as
ClickAgents Stock prior to the Merger shall be taken into account.
(g) In order to exercise each assumed ClickAgents Option,
Optionee must deliver to ValueClick a written notice of exercise in
which the number of shares of ValueClick 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 ValueClick Stock and should be delivered to ValueClick at the
following address:
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VALUECLICK, INC.
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: _______________
5. Except to the extent specifically modified by this Stock 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.
IN WITNESS WHEREOF, ValueClick, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the 8th day of December, 2000.
VALUECLICK, INC.
By:
-------------------------------------
Name:
Title:
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 ClickAgents Options hereby assumed by ValueClick
are as set forth in the Option Agreement, the applicable Plan and such Stock
Option Assumption Agreement.
----------------------------------
----------------------, OPTIONEE
DATED: , 2001
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