EXHIBIT 99.18
FORM OF ASSUMPTION AGREEMENT
DOUBLECLICK INC.
STOCK OPTION ASSUMPTION AGREEMENT
NETGRAVITY, INC.
1998 STOCK PLAN
OPTIONEE: < < First_Name > > < < Last_Name > >,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 26th day
of October, 1999 by DoubleClick Inc., a Delaware corporation ("DoubleClick").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of NetGravity,
Inc., a Delaware corporation ("NetGravity"), which were granted to Optionee
under the NetGravity Plan [(the "Plan") and are each evidenced by a Stock
Option Agreement (the "Option Agreement").
WHEREAS, NetGravity has been acquired by DoubleClick through
the merger of NetGravity with and into DoubleClick (the "Merger") pursuant to
the Agreement and Plan of Reorganization, by and between DoubleClick and
NetGravity (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require
DoubleClick to assume all obligations of NetGravity 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 0.28
shares of DoubleClick common stock ("DoubleClick Stock") for each outstanding
share of NetGravity common stock ("NetGravity 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 DoubleClick in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of NetGravity Stock subject to
the options held by Optionee immediately prior to the Effective Time (the
"NetGravity Options") and the exercise price payable per share are set forth
below. DoubleClick hereby assumes, as of the Effective Time, all the duties and
obligations of NetGravity under each of the NetGravity Options. In connection
with such assumption, the number of shares of DoubleClick Stock purchasable
under each NetGravity
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
DoubleClick Stock subject to each NetGravity Option hereby assumed shall be as
specified for that option below, and the adjusted exercise price payable per
share of DoubleClick Stock under the assumed NetGravity Option shall also be as
indicated for that option below.
------------------------------------------------------------ ---------------------------------------------------------
NETGRAVITY STOCK OPTIONS DOUBLECLICK ASSUMED OPTIONS
------------------------------------------------------------ ---------------------------------------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
# of Shares of NetGravity Exercise Price per Share # of Shares of DoubleClick Adjusted Exercise Price
Common Stock Common Stock per Share
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
< < NG_Shares > > $ < < NG_Price > > < < DC_Shares > > $ < < DC_Price > >
------------------------------- ---------------------------- ---------------------------- ----------------------------
2. The intent of the foregoing adjustments to each
assumed NetGravity Option is to assure that the spread between the aggregate
fair market value of the shares of DoubleClick 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 NetGravity Stock subject to the NetGravity
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 NetGravity Option
immediately prior to the Merger.
3. The following provisions shall govern each NetGravity
Option hereby assumed by DoubleClick:
(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 DoubleClick, (ii)
to "Share" shall mean share of DoubleClick Stock, (iii) to the
"Board" shall mean the Board of Directors of DoubleClick and
(iv) to the "Committee" shall mean the Compensation Committee
of the DoubleClick Board of Directors.
(b) The grant date and the expiration
date of each assumed NetGravity Option and all other
provisions which govern either the exercise or the termination
of the assumed NetGravity 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 DoubleClick Stock.
(c) Pursuant to the terms of the Option
Agreement, none of your options assumed by DoubleClick in
connection with the transaction will vest and become
exercisable on an accelerated basis upon the consummation of
the Merger. Each NetGravity Option shall be assumed by
DoubleClick as of the Effective Time. Each such assumed
NetGravity Option shall thereafter continue to vest for any
remaining unvested shares of DoubleClick Stock subject to that
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option in accordance with the same installment vesting
schedule in effect under the applicable Option Agreement
immediately prior to the Effective Time; provided, however,
that the number of shares subject to each such installment
shall be adjusted to reflect the Exchange Ratio.
(d) 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 NetGravity, 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 DoubleClick
or any present or future DoubleClick subsidiary. Accordingly,
the provisions of the Option Agreement governing the
termination of the assumed NetGravity Options upon Optionee's
cessation of service as an employee or a consultant of
NetGravity shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with
DoubleClick and its subsidiaries, and each assumed NetGravity
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 DoubleClick and
its subsidiaries.
(e) The adjusted exercise price payable
for the DoubleClick Stock subject to each assumed NetGravity
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 DoubleClick
Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as NetGravity Stock
prior to the Merger shall be taken into account.
(f) In order to exercise each assumed
NetGravity Option, Optionee must deliver to DoubleClick a
written notice of exercise in which the number of shares of
DoubleClick 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 DoubleClick Stock and should be delivered to
DoubleClick at the following address:
DoubleClick Inc.
000 Xxxx 00xx Xxxxxx
New York, NY
Attention: Xxxxxxx Xxxxxxxxx
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, DoubleClick Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 26th day of October, 1999.
DOUBLECLICK INC.
By:
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 NetGravity Options hereby assumed by DoubleClick
are as set forth in the Option Agreement, the Plan, as applicable, and such
Stock Option Assumption Agreement.
_______________________________________________
< < First_Name > > < < Last_Name > >, OPTIONEE
DATED: __________________, 1999
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