EXHIBIT 99.4
RAVISENT TECHNOLOGIES INC.
OPTION ASSUMPTION AGREEMENT
Effective Date: [Closing Date]
Dear ((Employee)):
As you know, RAVISENT Technologies Inc. ("RAVISENT") acquired eMation, Ltd.
("eMation") on [Closing Date] (the "Closing Date") (the "Acquisition"). In the
Acquisition, each Ordinary Share of eMation was exchanged for [Exchange Ratio]
of a share of RAVISENT common stock (the "Exchange Ratio").
On the Closing Date you held one or more outstanding options to purchase
Ordinary Shares of eMation granted to you under the eMation 2001 Share Incentive
Plan (the "Plan") and documented with an Option Agreement(s) and/or Notice(s) of
Grant of Option (collectively, the "Option Agreement") issued to you under the
Plan (the "eMation Options"). In accordance with the Acquisition, on the Closing
Date, RAVISENT assumed all obligations of eMation under the eMation Options.
This means that your eMation Options are now options to purchase shares of
Common Stock of RAVISENT adjusted as described below. This Agreement evidences
the assumption of the eMation Options, including the necessary adjustments to
the eMation Options required by the Acquisition.
Your eMation Options immediately before and after the Acquisition are as
follows:
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EMATION OPTIONS RAVISENT ASSUMED OPTIONS
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# Ordinary Shares of eMation Exercise Price # of Shares of RAVISENT Exercise
eMation Per Share RAVISENT Price
Common Stock Per Share
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((RVST Options))
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The adjustments made to the number of shares you can purchase by exercising your
assumed eMation Options and the exercise price of your assumed eMation Options
(as reflected in the table above) are based on the Exchange Ratio. Although the
numbers after the Acquisition are different, the total spread of each assumed
eMation Option (that is, the difference between the aggregate fair market value
of your options and their aggregate exercise price) does not exceed the total
spread that existed immediately before the Acquisition. In addition, on a per
share basis, the ratio of exercise price to fair market value that existed
immediately before the Acquisition is the same as the ratio after the
Acquisition.
Because RAVISENT has assumed all eMation Options, the Plan and your Option
Agreement must now be read to refer to RAVISENT instead of to eMation. As such,
any references in the Plan and the Option Agreement (i) to the "Company" means
RAVISENT, (ii) to "Shares" or "Ordinary Shares" means shares of RAVISENT common
stock ("RAVISENT Stock"), (iii) to the "Board of Directors" or the "Board" means
the Board of Directors of RAVISENT and (iv) to the "Committee" means the
Compensation Committee of the RAVISENT Board of Directors. All references in the
Option Agreement and the Plan relating to your status as an employee of eMation
will now refer to your status as an employee of RAVISENT or any present or
future RAVISENT subsidiary. To the extent the Option Agreement allowed you to
deliver Ordinary Shares of eMation as payment for the
exercise price, shares of RAVISENT Stock may be delivered in payment of the
adjusted exercise price, and the period for which such shares were held as
Ordinary Shares of eMation prior to the Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed eMation Options remain the same as set forth in your Option
Agreement, but the number of shares subject to each vesting installment has been
adjusted to reflect the Exchange Ratio. All other provisions which govern either
the exercise or the termination of the assumed eMation Options remain the same
as set forth in your Option Agreement, and the provisions of the Option
Agreement (except as expressly modified by this Agreement and the Acquisition)
will govern and control your rights under this Agreement to purchase shares of
RAVISENT Stock. However, to the extent an item is not explicitly provided for in
your option documents, RAVISENT policies will apply. Upon your termination of
employment with RAVISENT (or any RAVISENT subsidiary), you will have the limited
time period specified in your Option Agreement to exercise your assumed eMation
Options to the extent vested and outstanding at the time, generally a three
(3)-month period, after which time your eMation Options will expire and will NOT
be exercisable for RAVISENT Stock.
To exercise your assumed eMation Option, you must deliver to RAVISENT (i) a
written notice of exercise for the number of shares of RAVISENT Stock you want
to purchase, (ii) the adjusted exercise price, and (iii) all applicable taxes.
The exercise notice and payment should be delivered to RAVISENT at the following
address:
RAVISENT Technologies Inc.
000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000 XXX
Attention: Xxx Xxxxxx
(000) 000-0000
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and RAVISENT's rights to terminate your employment at any time. Any
future options, if any, you may receive from RAVISENT will be governed by the
terms of the RAVISENT stock option plan, and such terms may be different from
the terms of your assumed eMation Options, including, but not limited to, the
time period in which you have to exercise vested options after your termination
of employment.
Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed agreement is received by RAVISENT's Stock
Administration Department your RAVISENT account will not be activated. If you
have any questions regarding this Agreement or your assumed eMation Options,
please contact Xxx Xxxxxx at 000 000 0000.
RAVISENT TECHNOLOGIES INC.
By:_____________________________
Name:___________________________
Position:_______________________
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Option Assumption
Agreement and understands that all rights and liabilities with respect to each
of his or her Target Options hereby assumed by RAVISENT are as set forth in the
Option Agreement, the Plan, and such Option Assumption Agreement.
DATED: _____________, 2001 _____________________________________
((Employee)),
OPTIONEE SIGNATURE
