EXHIBIT 99.3
FORM OF STOCK OPTION ASSUMPTION AGREEMENT
E*TRADE GROUP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
VERSUS TECHNOLOGIES, INC.
STOCK OPTION PLAN
Optionee: ((First_Name)) ((Last_Name)),
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 28th day of
August, 2000 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 VERSUS
Technologies, Inc., a corporation incorporated under the laws of Canada
("VERSUS"), which were granted to Optionee under the VERSUS Stock Option Plan
(the "Plan") and are each evidenced by a Stock Option Agreement (the "Option
Agreement").
WHEREAS, VERSUS has been acquired by E*TRADE through the merger of EGI
Canada Corporation, an indirect wholly-owned subsidiary of E*TRADE with and into
VERSUS, whereby VERSUS has become an indirect subsidiary of E*TRADE (the
"Merger") pursuant to the Merger Agreement dated June 14, 2000 (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require E*TRADE to
assume all obligations of VERSUS 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, the provisions of the Merger Agreement expressly permit
VERSUS option holders either: (i) to allow their VERSUS options to be assumed by
E*TRADE in connection with the Merger or (ii) to exercise their VERSUS options
immediately (and pay all taxes in connection therewith) and deliver their VERSUS
shares to E*TRADE in connection with the consummation of the Merger.
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 0.724757
shares of E*TRADE common stock ("E*TRADE Stock") for each outstanding share of
VERSUS common stock ("VERSUS 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 E*TRADE in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of VERSUS Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "VERSUS Options") and the
exercise price payable per share are set forth below. E*TRADE hereby assumes, as
of the Effective Time, all the duties and obligations of VERSUS under each of
the VERSUS Options. In connection with such assumption, the number of shares of
E*TRADE Stock purchasable under each VERSUS Option hereby assumed and the
exercise price payable thereunder (as converted into U.S. Dollars based upon the
U.S. Dollar/Canadian Dollar exchange rate as of the close of business at the
Effective Time) have been adjusted to reflect the Exchange Ratio. Accordingly,
the number of shares of E*TRADE Stock subject to each VERSUS Option hereby
assumed shall be as specified for that option below, and the adjusted exercise
price payable per share of E*TRADE Stock under the assumed VERSUS Option shall
also be as indicated for that option below.
VERSUS STOCK OPTIONS E*TRADE ASSUMED OPTIONS
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# of Shares of VERSUS Exercise Price # of Shares of Adjusted Exercise
Common Stock per Share E*TRADE Price per Share
Common Stock
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VERSUS Shares $VERSUS Price E*TRADE Shares $E*TRADE Price
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2. The intent of the foregoing adjustments to each assumed VERSUS
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, be not greater than the spread which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the VERSUS Stock subject to the VERSUS 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 VERSUS Option immediately prior to the Merger.
3. The following provisions shall govern each VERSUS Option hereby
assumed by E*TRADE:
(a) Unless the context otherwise requires, all references
in each Option Agreement and in the Plan (i) to "VERSUS" or the
"Corporation" shall mean E*TRADE, (ii) to "Share(s)" or "Common
Share(s)" shall mean share(s) of E*TRADE Stock, (iii) to the "Board"
shall mean the Board of Directors of E*TRADE, and (iv) to the
"Compensation Committee" shall mean the Compensation Committee of the
E*TRADE Board of Directors.
(b) The grant date and the expiry date of each assumed
VERSUS Option and all other provisions which govern either the
exercise or the termination of the assumed VERSUS Option shall remain
the same as set forth in the Option Agreement applicable to that
option, and the provisions of the Option
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Agreement shall accordingly govern and control Optionee's rights under
this Agreement to purchase E*TRADE Stock.
(c) Each VERSUS Option shall be assumed by E*TRADE as of
the Effective Time. Pursuant to the terms of the Option Agreement,
Optionee's VERSUS Options became vested in full on an accelerated
basis on the consummation of the Merger.
(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 VERSUS, 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 E*TRADE or
any present or future E*TRADE subsidiary. Accordingly, the provisions
of the Option Agreement governing the termination of the assumed
VERSUS Options upon Optionee's cessation of service as an employee or
a consultant of VERSUS shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with E*TRADE and
its subsidiaries, and each assumed VERSUS Option shall accordingly
terminate, within the designated time period in effect under the
Option Agreement for that option, generally a thirty (30)-day period,
following such cessation of service as an employee or a consultant of
E*TRADE and its subsidiaries.
(e) In order to exercise each assumed VERSUS 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 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Attention: Stock Administration
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.
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 28th day of August, 2000.
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E*TRADE GROUP, INC.
By:
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Name:
---------------------------
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 VERSUS Options hereby assumed by E*TRADE are as
set forth in the Option Agreement, the Plans, as applicable, and such Stock
Option Assumption Agreement.
((First_Name)) ((Last_Name)), OPTIONEE
DATED: , 2000
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