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EXHIBIT 99.12
E*TRADE GROUP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OFFICERS AND DIRECTORS
OPTIONEE: [1]
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 29th day of July,
1998 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 ShareData, Inc., a
California corporation ("ShareData"), which were granted to Optionee under the
ShareData, Inc. Officer and Director Stock Option Plan (the "Plan"), and are
evidenced by a stock option agreement (the "Option Agreement") between ShareData
and Optionee.
WHEREAS, ShareData has been acquired by E*TRADE through the merger of a
wholly-owned E*TRADE subsidiary ("Acquisition Sub") with and into ShareData (the
"Merger") pursuant to the Agreement and Plan of Reorganization dated as of July
6, 1998 by and among E*TRADE, Acquisition Sub and ShareData (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require E*TRADE to
assume all obligations of ShareData under all options outstanding 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 0.075376573
share of E*TRADE common stock (the "E*TRADE Stock") for each outstanding share
of ShareData common stock (the "ShareData Stock").
WHEREAS, this Agreement is to become effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options under the Plan 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 stock options held by Optionee under the Plan immediately prior
to the Effective Time (the "ShareData Options") and the exercise price payable
per share are set forth in Exhibit A hereto. E*TRADE hereby assumes, as of the
Effective Time, all the duties and obligations of ShareData under each of the
ShareData Options. In connection with such assumption, the number of shares of
E*TRADE Stock purchasable under each ShareData Option hereby assumed and the
exercise price payable thereunder have been adjusted to reflect the Exchange
Ratio at which shares of ShareData Stock were converted into shares of E*TRADE
Stock in consummation of the Merger. Accordingly, the number of shares of
E*TRADE Stock subject to each ShareData Option hereby assumed shall be as
specified for that option in attached
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Exhibit B, and the adjusted exercise price payable per share of E*TRADE Stock
under the assumed ShareData Option shall be as indicated for that option in
attached Exhibit B.
2. The intent of the foregoing adjustments to each assumed ShareData
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, equal the spread which existed, immediately
prior to the Merger, between the then aggregate fair market value of the
ShareData Stock subject to the ShareData Option and the aggregate exercise price
in effect at such time under the Option Agreement. Such adjustments are also
designed 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 ShareData Option immediately prior to the Merger.
3. The following provisions shall govern each ShareData Option hereby
assumed by E*TRADE:
(a) Unless the context otherwise requires, all references to the
"Company" in each Option Agreement and in the Plan shall mean E*TRADE,
all references to "Stock", "Shares" or "Common Stock" shall mean shares
of E*TRADE Stock, and all references to the "Board" or the "Committee"
shall mean the Board of Directors of E*TRADE or the Compensation
Committee of such Board.
(b) The grant date and the expiration date of each assumed
ShareData Option and all other provisions which govern either the
exercisability or the termination of the assumed ShareData Option shall
remain the same as set forth in the Option Agreement applicable to that
option and shall accordingly govern and control Optionee's rights under
this Agreement to purchase E*TRADE Stock.
(c) Except as otherwise provided in the applicable Option
Agreement, each assumed ShareData Option shall continue to vest and
become exercisable in accordance with the same vesting/exercise schedule
in effect under the applicable Option Agreement immediately prior to the
Effective Time, with the number of shares of E*TRADE Stock subject to
each such installment adjusted to reflect the Exchange Ratio.
(d) For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's employment or service with
ShareData, Optionee shall be deemed to employed or continue in service
for so long as Optionee is in the employ of, or renders services to,
E*TRADE or any present or future E*TRADE subsidiary, including (without
limitation) ShareData.
(e) The adjusted exercise price payable for the E*TRADE Stock
subject to each assumed ShareData Option shall be payable in any of the
forms authorized under the Option Agreement applicable to that option.
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(f) In order to exercise each assumed ShareData 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 Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Option Plan Administrator
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 29th day of July, 1998.
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 ShareData Options hereby assumed by E*TRADE Group,
Inc. are as set forth in the Option Agreement, the Plan and such Stock Option
Assumption Agreement.
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[1] OPTIONEE
DATED: __________________, 199
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of
ShareData, Inc.
Common Stock (Pre-Merger)
Number of Option Shares Exercise Price
[2] [3]
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EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of
E*TRADE Group, Inc.
Common Stock (Post-Merger)
Number of Option Shares Exercise Price
[4] [5]
