Exhibit 99.4
XXXXXXXXXXX.XXX, INC.
ASSUMPTION AGREEMENT FOR PREVIOUSLY GRANTED
STOCK OPTIONS UNDER THE
WITI CORPORATION 1996 STOCK OPTION PLAN
XXXXXXXXXXX.XXX, INC., a Delaware corporation ("LifeMinders"), hereby
assumes the options (the "Assumed Options") for common stock of WITI Corporation
("WITI") previously granted to _____________ (the "Optionee") pursuant to the
Stock Option Agreement(s) dated ______________________________________ (the
"Option Agreement(s)") under the WITI Corporation 1996 Stock Option Plan (the
"1996 WITI Plan"). This assumption is made in connection with the merger of WITI
Acquisition Corp into WITI and WITI becoming a wholly owned subsidiary of
LifeMinders pursuant to the Agreement and Plan of Merger dated March 29, 2000 by
and among, among other parties, LifeMinders and WITI (the "Merger Agreement") .
LifeMinders assumes all rights and obligations of WITI under the terms
of the Option Agreement. The terms of the Substitute Options shall be as
provided in the 1996 WITI Plan and the Option Agreement(s) with the following
changes:
1. "Options", "Shares" and "Common Stock" shall mean options for and shares of
common stock of LifeMinders, par value $.01 per share.
2. The number of shares/options of LifeMinders common stock subject to this
Assumed Option shall be the number of shares/options specified in each Option
Agreement adjusted as provided in Section 6.14 of the Merger Agreement; provided
that if the conversion ratio with respect to each Option Agreement results in a
fractional share of LifeMinders common stock, then the number of shares/options
subject to this Assumed Option with respect to each Option Agreement shall be
further adjusted downwards to the nearest whole number.
3. The exercise price of the options specified in each Option Agreement grant
shall be adjusted as provided in Section 6.14 of the Merger Agreement; provided
that if the conversion ratio results in an aggregate exercise price that
requires the payment of a fraction of a cent at the time of exercise of options
for one or more shares (with the exercise price considered in the aggregate for
all options being exercised), then the aggregate exercise price for such shares
shall be further adjusted upwards to the nearest whole cent.
4. Employment by either LifeMinders or WITI shall constitute service or
employment for purposes of the Option Agreement.
By signing below, Optionee agrees to be bound by the terms of the 1996 WITI
Plan, the Option Agreement(s) and this Assumption Agreement.
XXXXXXXXXXX.XXX, INC.,
a Delaware corporation
By:
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_________________, Optionholder Name:
