EXHIBIT (a)(5)
FORM OF
PROMISE TO GRANT STOCK OPTION(S)
TO: _________________________
In exchange for your agreement to cancel certain stock options ("Old
Option(s)") you received from Resonate Inc. ("Resonate"), Resonate hereby
promises to grant you a stock option or options, as applicable, covering
[_________] shares of Resonate's common stock on January 31, 2002 (the "New
Option(s)"), which is the same number of shares subject to the options which you
tendered for exchange and which were cancelled on July 30, 2001. The exercise
price of each New Option will be the closing price of Resonate's common stock as
listed on the Nasdaq National Market on January 31, 2002, except as otherwise
set forth in the Exchange Offer Documents (as defined below). Each New Option
will vest according to the same vesting schedule as the Old Option it replaces,
subject to your continued employment with Resonate, as described below. Each New
Option will otherwise be subject to the standard terms and conditions under
Resonate's 2000 Stock Plan and applicable form of stock option agreement.
Prior to the grant of New Options on or about January 31, 2002, it is
possible that Resonate might effect or enter into a merger or other similar
transaction whereby Resonate would be acquired by another company. This promise
to grant stock options (this "Promise") is evidence of a binding commitment that
Resonate's successors must honor and, accordingly, in the event of any such
merger transaction, the acquirer would be obligated to grant you a stock option
on or about January 31, 2002. Such a stock option could be for the purchase of
the acquirer's stock (as opposed to Resonate's), with an exercise price equal to
the fair market value of such acquirer's stock on the New Option Grant Date, and
would be unaffected by the acquirer's treatment of Resonate's existing stock
option plans.
In order to receive the New Option(s), you must continue to be employed
by Resonate (or one of its subsidiaries), or a successor of Resonate, as of
January 31, 2002. This Promise does not constitute a guarantee of employment
with Resonate for any period. Your employment with Resonate will remain
"at-will" and can be terminated by you or Resonate at any time, with or without
cause or notice. If your employment with Resonate terminates before January 31,
2002, for any reason, you will lose all rights pursuant to this Promise to
receive New Options.
This Promise is subject to the terms and conditions of the offer to
exchange options as set forth in: (i) the Offer to Exchange; (ii) the memorandum
from Xxxxx Xxxxxxx dated June 25, 2001; (iii) the Election Form previously
completed and submitted by you to Resonate; (iv) this Promise; and (v) the
Notice to Withdraw from the Offer (the "Exchange Offer Documents"), all of which
are incorporated herein by reference. The documents described herein reflect the
entire agreement between you and Resonate with respect to this transaction. This
Promise may only be amended by means of a writing signed by you and a duly
authorized officer of Resonate.
RESONATE INC.
By:_________________________________ Date:____________________, 2001
