EXHIBIT A (9)
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STOCK OPTION EXCHANGE OFFER
ELECTION FORM AND CANCELLATION AGREEMENT
OPTIONEE NAME: _______________________________
Qualifying Old Option(s)
being surrendered: _______ shares at $ ____ per share
_______ shares at $ ____ per share
_______ shares at $ ____ per share
1. THE OFFER. BindView Development Corporation ("BindView") has previously
granted to the above-identified optionee (the "Optionee" or "me") one or more
options to purchase shares of BindView's common stock, no par value ("Common
Stock"), pursuant to one or more stock option agreements between the Optionee
and BindView ("Option Agreement"). By a Memorandum dated December 3, 2002,
entitled "Stock Option Exchange Offer," BindView offered to exchange Qualifying
Old Options for New Options in accordance with the terms set forth in such
Memorandum (the "Exchange Offer"). (All defined terms herein have the meanings
set forth in the Memorandum and the Rescission Offer.) On May 30, 2003, XxxxXxxx
offered to rescind the Offer of the exchange of Qualifying Old Options for New
Options in accordance with the terms set forth in the Offer to Rescind the
Exchange of Certain Outstanding Options for New Options (the "Rescission
Offer").
2. ELECTION: I had elected to rescind the exchange of certain Qualifying Old
Options that I had previously submitted for exchange pursuant to the Offer. I
hereby elect to re-submit such Qualifying Old Options for exchange pursuant to
the Offer and to accept the Offer to exchange the number of Qualifying Old
Options set forth above for a lesser number of New Options at the New Option
Grant Date in accordance with the terms set forth in the Memorandum and the
Rescission Offer. I acknowledge that: (i) I have received the Memorandum and the
Rescission Offer; (ii) I have been advised to consult with an attorney or tax
advisor concerning the tax consequences of my acceptance of the Offer under my
particular circumstances, (iii) I am agreeing to the terms of the Offer and the
Rescission Offer knowingly, voluntarily, and with such advice from my attorney
or tax advisor as I deem appropriate, and I have not been subjected to any undue
influence or coercion in agreeing to the terms hereof.
3. CANCELLATION OF QUALIFYING OLD OPTION(s): I hereby represent, warrant,
acknowledge and agree with XxxxXxxx that prior to my execution and delivery of
this Election Form and Cancellation Agreement I have not exercised or attempted
to exercise, and prior to the cancellation and termination of the above
Qualifying Old Option(s) being surrendered I will not exercise or attempt to
exercise, such Qualifying Old Option(s), in whole or in part, or any other right
under the corresponding Option Agreement. I expressly agree that such Qualifying
Old Option(s) and any and all rights to exercise the same pursuant to the
applicable Option Agreement are hereby canceled and terminated in full and are
of no further force or effect whatsoever.
Date:
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Optionee's signature
RETURN THIS FORM TO:
BindView Development Corporation
25th Floor reception desk
Attention: Xxxxx Xxxxxxxxx
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
ACKNOWLEDGED: *
BINDVIEW DEVELOPMENT CORPORATION, by:
Date:
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Signature / Title
* Subject to later confirmation and/or correction of option data above.
