EXHIBIT 2.2
September 10, 1996
United TransNet, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx 000, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Gentlemen:
Corporate Express, Inc. and United TransNet, Inc. contemplate entering into
an Agreement and Plan of Reorganization (the "Merger Agreement") concurrently
with the execution of this letter. In connection therewith, certain of your
employees will be granted non-qualified options to purchase 1,000,000 shares of
Parent Common Stock (as defined in the Merger Agreement). This letter confirms
our understanding that, following completion of Parent's 1996 fiscal year which
ends March 1, 1997, the Compensation Committee of the Board of Directors of
Parent will review the financial and operating performance of the business units
formerly under the control of the Company's employees for the period from
September 1, 1996 to March 1, 1997, and grant up to an additional 200,000
non-qualified options. Such options will vest over five years (2.083% per month,
for months thirteen (13) through sixty (60), inclusive, following the Effective
Time), expire ten (10) years from the date of grant and otherwise be subject to
the terms and conditions of Parent's existing stock option plan, except that
such options shall not qualify as incentive stock options under the Code.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement.
If the foregoing accurately reflects our agreement, please so indicate by
signing this letter in the space provided below.
Sincerely yours,
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
AGREED AND ACCEPTED
this 10th day of September, 1996
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
