Exhibit 4.5
June 22, 2000
[name]
Re: Incentive Stock Option Agreement
Dear ____________:
Please refer to your Incentive Stock Option Agreement dated
___________________ (the "Option Agreement") with CyberStorage Systems
Corporation, a Massachusetts corporation, ("CyberStorage Massachusetts") a copy
of which is attached hereto. As you know, pursuant to a Merger Agreement dated
June 16, 2000 which became effective on June 22, 2000 (the "Merger Agreement"),
CyberStorage Massachusetts was reincorporated in Delaware as a Delaware
corporation.
This will confirm our understanding and agreement that pursuant to the
Merger Agreement, the incentive stock option represented by the Option Agreement
formerly representing the right to acquire up to ________ shares of Common
Stock, no par value, of CyberStorage Massachusetts shall instead represent the
right to acquire up to _____________ shares of Common Stock, $.001 par value of
with CyberStorage Systems Corporation, a Delaware corporation ("CyberStorage
Delaware"). Any reference in the Option Agreement to "Corporation" shall
hereinafter mean CyberStorage Delaware and "1999 Stock Option Plan" shall mean
CyberStorage Delaware's 2000 Stock Option Plan. In all other respects, the
Option Agreement shall remain in full force and effect. Without limitation of
the foregoing, the term of the option, the exercise price per share, the number
of shares with respect to which the option is exercisable as of the date hereof,
and the rate at which the option shall become exercisable hereafter shall remain
as set forth in the Option Agreement.
Please confirm your understanding and agreement with the foregoing by
signing the enclosed copy of this letter where indicated and returning it to me.
Very truly yours,
Xxxx X. Xxxxxx
President
Agreed to as of June 22, 2000
__________________________________