VASTERA, INC.
STOCK OPTION ASSUMPTION AGREEMENT
EFFECTIVE DATE: MARCH 29, 2001
Dear ____________:
As you know, Vastera, Inc., a Delaware corporation ("VASTERA"), acquired Speed
Chain Network, Inc. ("TARGET") on March 29, 2001 (the "CLOSING DATE") (the
"ACQUISITION"). In the Acquisition, each share of Target common stock was
exchanged for 0.06918 of a share (the "EXCHANGE RATIO") of Vastera common stock,
par value $0.01 per share (the "VASTERA STOCK"). On the Closing Date you held
one or more outstanding options to purchase shares of Target common stock, no
par value (the "TARGET STOCK"), granted to you under the Speed Chain Network,
Inc. 2000 Stock Option Plan (the "PLAN") and documented with a Stock Option
Agreement(s) and/or Notice(s) of Grant of Stock Option (collectively, the
"OPTION AGREEMENT") issued to you under the Plan (the "TARGET OPTIONS"). In
accordance with the Acquisition, on the Closing Date Vastera assumed all
obligations of Target under the Target Options. This Agreement evidences the
assumption of the Target Options, including the necessary adjustments to the
Target Options required by the Acquisition.
Your Target Options immediately before and after the Acquisition are as follows:
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TARGET STOCK OPTIONS VASTERA ASSUMED OPTIONS
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Number of Shares of Target Target Exercise Price Number of Shares of Vastera Exercise Price
Stock Per Share Vastera Stock Per Share
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$ $
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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 Target 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 ("ISO") status under the 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 Vastera, (ii) to
"STOCK," "COMMON STOCK" or "SHARES" means shares of Vastera Stock, (iii) to the
"BOARD OF DIRECTORS" or the "BOARD" means the Board of Directors of Vastera and
(iv) to the "COMMITTEE" means the Compensation Committee of the Board of
Directors of Vastera. All references in the Option Agreement and the Plan
relating to your status as an employee of Target will now refer to your status
as an employee of Vastera or any present or future Vastera subsidiary, if
applicable. To the extent the Option Agreement allowed you to deliver shares of
Target common stock as payment for the exercise price, shares of Vastera common
stock may be delivered in payment of the adjusted exercise price, and the period
for which such shares were held as Target common stock prior to the Acquisition
will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed Target 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 Target Option 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 Vastera Stock.
However, to the extent an item is not explicitly provided for in your option
documents, Vastera policies will apply. Upon your termination of employment with
Vastera you will have the limited time period specified in your Option Agreement
to exercise your assumed Target Option to the extent vested and outstanding at
the time, generally a 30-day period, after which time your Target Options will
expire and NOT be exercisable for Vastera Stock.
To exercise your assumed Target Option, you must deliver to Vastera (i) a
written notice of exercise for the number of shares of Vastera Stock you want to
purchase, (ii) the adjusted exercise price, and (iii) all applicable taxes. The
exercise notice and payment should be delivered to Vastera at the following
address:
Vastera, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Finance Administrator
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Vastera's rights to terminate your employment at any time, if
applicable. Any future options, if any, you may receive from Vastera will be
governed by the terms of the Vastera stock option plan, and such terms may be
different from the terms of your assumed Target Options, 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 Vastera's Stock
Administration Department your Vastera account will not be activated. If you
have any questions regarding this Agreement or your assumed Target Options,
please contact ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
VASTERA, INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer
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 Target Options hereby assumed by Vastera are as
set forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED: ________________, 2001 __________________________________
