EXHIBIT 99.2
EFFECTIVE DATE: APRIL 23, 2001
FORM OF ASSUMPTION AGREEMENT
DOUBLECLICK INC.
SHARE OPTION ASSUMPTION AGREEMENT
Dear _____________:
As you know, on April 23, 2001 (the "Closing Date") DoubleClick Inc.
("DoubleClick") acquired FloNetwork Inc. ("FloNetwork") (the "Acquisition"). On
the Closing Date you held one or more outstanding options to purchase FloNetwork
common shares granted to you under the FloNetwork Inc. Share Incentive Plan (the
"Plan") and documented with one or more Share Option Agreement(s) (collectively,
the "Option Agreement") issued to you under the Plan (the "FloNetwork Options").
In accordance with the Acquisition, on the Closing Date, DoubleClick assumed all
obligations of FloNetwork under the FloNetwork Options. As such, each
outstanding FloNetwork Option has been converted into an option to purchase
.229726 of a share of DoubleClick common stock (the "Exchange Ratio"), with the
exercise price adjusted accordingly and converted into U.S. dollars based on a
currency exchange rate of 1.5463, (the U.S. dollar/Canadian dollar Noon Spot
Rate exchange rate effective 12:00 p.m. Eastern Standard Time on the Closing
Date as reported by the Bank of Canada). This Agreement evidences the assumption
of your FloNetwork Options, including the necessary adjustments to your
FloNetwork Options required by the Acquisition.
Your FloNetwork Options immediately before and after the Acquisition are as
follows:
FLONETWORK STOCK OPTIONS DOUBLECLICK ASSUMED OPTIONS
# of Common Shares FloNetwork Exercise # of Shares of DoubleClick Common
of FloNetwork Price Per Share DoubleClick Exercise Price
(in Canadian $) Common Stock Per Share (in US $)
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The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed FloNetwork Option
(i.e., the difference between the aggregate fair market value and the aggregate
exercise price) does not exceed the total spread that existed immediately prior
to the Acquisition; (ii) to preserve, on a per share basis, the ratio of
exercise price to fair market value that existed immediately prior to the
Acquisition; and (iii) to the extent applicable and allowable by law, to retain
incentive stock option status under the United States Federal tax laws.
Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means DoubleClick, (ii) to
"Common Shares" or "Shares" means shares of DoubleClick common stock, (iii) to
the "Board of Directors" or the "Board" means the Board of Directors of
DoubleClick and (iv) to the "Committee" means the Compensation Committee of the
DoubleClick Board of Directors. All references in the Option Agreement and the
Plan relating to your status as an employee of FloNetwork will now refer to your
status as an employee of DoubleClick or DoubleClick Email Canada Inc. or any
other present or future DoubleClick subsidiary. To the extent the Option
Agreement allowed you to deliver FloNetwork common shares as payment for the
exercise price, shares of DoubleClick common stock may be delivered in payment
of the adjusted exercise price, and the period for which such common shares were
held prior to the Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed FloNetwork Options remain the same as set forth in your
Option Agreement, but the number of shares subject to each vesting installment
has been adjusted to reflect the Exchange Ratio. All other provisions which
govern either the exercise or the termination of the assumed FloNetwork
Option(s) remain the same as set forth in your Option Agreement, and the
provisions of the Option Agreement (except as expressly modified by this
Agreement and the Acquisition) will govern and control your rights under this
Agreement to purchase shares of DoubleClick common stock. Upon your termination
of employment with DoubleClick or its subsidiaries, as applicable, you will have
the limited time period specified in your Option Agreement to exercise your
assumed FloNetwork Option(s) to the extent vested and outstanding at the time,
after which time your FloNetwork Option(s) will expire and NOT be exercisable
for DoubleClick common stock.
To exercise your FloNetwork Option(s), you must deliver to DoubleClick (i) a
written notice of exercise for the number of shares of DoubleClick common stock
you want to purchase, (ii) the adjusted exercise price, and (iii) all applicable
taxes. The exercise notice and payment should be delivered to DoubleClick at the
following address:
DoubleClick Inc.
Attention: Stock Administration
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and DoubleClick's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from DoubleClick will be governed by the terms of the
DoubleClick stock option plan(s), and such terms may be different from the terms
of your assumed FloNetwork Option(s), including, but not limited to, the time
period in which you have to exercise vested options after your termination of
employment.
Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed Agreement is received by DoubleClick your
DoubleClick account will not be activated. If you have any questions regarding
this Agreement or your assumed FloNetwork Options, please contact Xxxxxxx
Xxxxxxxxx at 000-000-0000.
DOUBLECLICK INC.
By:
-----------------------------------
Xxxxxxx Xxxxxxx
Corporate Secretary
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 FloNetwork Options hereby assumed by DoubleClick
are as set forth in the Option Agreement, the Plan and such Stock Option
Assumption Agreement.
DATED: , 2001
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, Optionee
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