EXHIBIT 99.8
SPECIAL OPTION GRANT TO XX. XXXXX PURSUANT TO NON-PLAN STOCK OPTION AGREEMENT
(AS ASSUMED BY REGISTRANT)
EXHIBIT 99.8
VALUECLICK, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Z MEDIA, INC.
NON-PLAN STOCK OPTION AGREEMENT
OPTIONEE: Xxxx Xxxxx,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 31st
day of January, 2001, by ValueClick, Inc., a Delaware corporation
("ValueClick").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Z Media,
Inc., a Delaware corporation ("Z Media"), which were granted to Optionee
pursuant to a Non-Plan Stock Option Agreement (the "Option Agreement").
WHEREAS, the Option Agreement provides that Optionee may
purchase up to 100,000 shares of Z Media Series A preferred stock or 100,000
shares of Z Media common stock issued upon the conversion of Z Media Series A
preferred stock into Z Media common stock.
WHEREAS, Z Media has been acquired by ValueClick (the
"Merger") through the merger of Z Media Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of ValueClick (the "Merger Sub"), with
and into Z Media (the "Merger") pursuant to the Agreement and Plan of Merger by
and among ValueClick, Z Media and Merger Sub, dated December 13, 2000 (the
"Merger Agreement").
WHEREAS, options to purchase Z Media Series A preferred stock
were converted into options to purchase Z Media common stock at the time of the
consummation of the Merger (the "Effective Time").
WHEREAS, the provisions of the Merger Agreement require the
obligations of Z Media under each outstanding option (including the option
evidenced by the Option Agreement) to be assumed by ValueClick at the Effective
Time and ValueClick desires to issue to the holder of each outstanding option an
agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement,
the exchange ratio (the "Exchange Ratio") in effect for the assumption of
options under the Merger is 0.379526 shares of ValueClick common stock, par
value $0.001 ("ValueClick Stock") for each outstanding share of Z Media common
stock ("Z Media Stock") (rounded down to the nearest whole number of shares of
ValueClick Stock).
WHEREAS, the purpose of this Agreement is to evidence the
assumption by ValueClick of the outstanding options held by Optionee at the
Effective Time and to reflect certain adjustments to those options which have
become necessary in connection with their
assumption by ValueClick in the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Z Media Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "Z Media Option") and the
exercise price payable per share are set forth below. ValueClick hereby assumes,
as of the Effective Time, all the duties and obligations of Z Media under the Z
Media Option. In connection with such assumption, the number of shares of
ValueClick Stock purchasable under the Z Media Option hereby assumed and the
exercise price payable thereunder has been adjusted to reflect the Exchange
Ratio. Accordingly, the number of shares of ValueClick Stock subject to the Z
Media Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per share of ValueClick Stock under the assumed
Z Media Option shall also be as indicated for that option below.
------------------------------------------------------------ ---------------------------------------------------------
Z MEDIA STOCK OPTIONS VALUECLICK ASSUMED OPTIONS
------------------------------------------------------------ ---------------------------------------------------------
# of Shares
# of Shares of Z Media Exercise Price of ValueClick Adjusted Exercise
Common Stock per Share Common Stock Price per Share
------------------------------- ---------------------------- ------------------------ --------------------------------
100,000 $ 3.00 37,952 $ 7.91
------------------------------- ---------------------------- ------------------------ --------------------------------
2. The intent of the foregoing adjustments to the assumed Z Media
Option is to assure that the spread between the aggregate fair market value of
the shares of ValueClick Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will not,
immediately after the consummation of the Merger, be greater than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Z Media Stock subject to the Z Media 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 Z Media Option immediately prior
to the Merger.
3. The Z Media Option shall continue to have a maximum term of four (4)
years from May 15, 2000, the date of grant, subject to earlier termination (as
provided in the applicable Option Agreement) following Optionee's cessation of
service or employment.
4. The following provisions shall govern the Z Media Option hereby
assumed by ValueClick:
(a) Unless the context otherwise requires, all references in
the Option Agreement shall be adjusted as follows: (i) all references
to the "Company" shall mean ValueClick, (ii) all references to "Shares"
shall mean shares of ValueClick Stock (iii) all references to "Option"
shall mean the option evidenced by the Z Media, Inc. Non-Plan Stock
Option Agreement assumed pursuant to the Merger Agreement and this
Assumption Agreement and (iv) all references to "Committee" shall mean
the Compensation Committee of the
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ValueClick Board of Directors or the Board of Directors of ValueClick
if no such committee has been appointed.
(b) Except as modified by this Agreement, the grant date and
the expiration date of the assumed Z Media Option and all other
provisions which govern either the exercise or the termination of the
assumed Z Media Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the Option
Agreement shall accordingly govern and control Optionee's rights under
this Agreement to purchase ValueClick Stock under the assumed Z Media
Option.
(c) Any unvested shares of ValueClick acquired upon the
exercise of the assumed Z Media Option shall remain subject to a right
of repurchase, exercisable by ValueClick as the successor of Z Media at
the adjusted exercise price paid per share, upon Optionee's termination
of service with ValueClick. The terms and provisions governing the
exercise of such repurchase right shall be as set forth in the Option
Agreement applicable to the assumed Z Media Option under which those
unvested shares are acquired.
(d) The Z Media Option hereby assumed by ValueClick shall
continue to vest and become exercisable in accordance with the same
installment vesting schedule in effect for that option under the
applicable Option Agreement immediately prior to the Effective Time;
provided, that the number of shares subject to each such installment
shall be adjusted to reflect the Exchange Ratio.
(e) For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's status as an employee or a
consultant of Z Media, 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 ValueClick or any present or
future majority-owned ValueClick subsidiary. Accordingly, the
provisions of the Option Agreement governing the termination of the
assumed Z Media Option or the exercise of ValueClick's repurchase
rights with respect to any unvested ValueClick Stock purchased under
such options and unvested at the time of Optionee's cessation of
service as an employee or a consultant of Z Media shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant
status with ValueClick and its subsidiaries. The assumed Z Media Option
shall accordingly terminate, within the designated time period in
effect under the Option Agreement for that option, following such
cessation of service as an employee or consultant of ValueClick and its
majority-owned subsidiaries.
(f) The adjusted exercise price payable for the ValueClick
Stock subject to the assumed Z Media Option shall be payable in any of
the forms authorized under the Option Agreement. For purposes of
determining the holding period of any shares of ValueClick Stock
delivered in payment of such adjusted exercise price, the period for
which such shares were held as Z Media Stock prior to the Merger shall
be taken into account.
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(g) In order to exercise the assumed Z Media Option, Optionee
must deliver to ValueClick a written notice of exercise in which the
number of shares of ValueClick 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 ValueClick
Stock and should be delivered to ValueClick at the following address:
VALUECLICK, INC.
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: _______________
5. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of the 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, ValueClick, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the 31st day of January, 2001.
VALUECLICK, INC.
By:
--------------------------------------
Name:
Title:
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to his or her Z Media Option hereby assumed by ValueClick are as set
forth in the Option Agreement and such Stock Option Assumption Agreement.
--------------------------------------
XXXX XXXXX, OPTIONEE
DATED: __________________, 2001
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