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 Wink Communications, Inc. ("Wink"), Wink hereby
promises to grant you a stock option or options, as applicable, to purchase
[_________] shares of Wink's common stock on July 31, 2002 (the "New
Option(s)"). The exercise price of each New Option will be the closing price of
Wink's common stock as listed on the Nasdaq National Market on July 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 Wink, as
described below. Each New Option will otherwise be subject to the standard terms
and conditions under Wink's 1999 Stock Plan, as amended, and applicable form of
stock option agreement.
Prior to the grant of New Options on or about July 31, 2002, it is
possible that Wink might effect or enter into a merger or other similar
transaction whereby Wink would be acquired by another company. This promise to
grant stock options (this "Promise") is evidence of a binding commitment that
Xxxx'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 July 31, 2002. Such a stock option could be for the purchase of the
acquirer's stock (as opposed to Wink's), with an exercise price equal to the
fair market value of such acquirer's stock on the grant date of the New Option,
and would be unaffected by the acquirer's treatment of Wink's existing stock
option plans.
In order to receive the New Option(s), you must continue to be employed
by Xxxx (or one of its subsidiaries), or a successor of Xxxx, as of July 31,
2002. This Promise does not constitute a guarantee of employment with Wink for
any period. Your employment with Wink will remain "at will" and can be
terminated by you or Wink at any time, with or without cause or notice. If your
employment with Wink terminates before July 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 Certain Outstanding
Options for New Options; (ii) the memorandum from Xxxxxx Xxxxxxxxxxx dated
December 28, 2001; (iii) the Election Form previously completed and submitted by
you to Wink; and (iv) 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 Wink 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 Wink.
WINK COMMUNICATIONS, INC.
By:____________________________________ Date:________________ , 2002
