EXHIBIT 99.12
EFFECTIVE DATE: January 18, 2002
DOUBLECLICK INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear FNAME LNAME:
As you know, on January 18, 2002 (the "Closing Date") DoubleClick Inc.
("DoubleClick") acquired MessageMedia, Inc. ("MessageMedia") (the
"Acquisition"). On the Closing Date you held one or more outstanding options to
purchase MessageMedia common stock (the "MessageMedia Options"), which options
you held pursuant to one or more initial grants by MessageMedia or one or more
options granted by another entity pursuant to an acquisition or other similar
transaction (an "Other Transaction") and subsequently assumed by MessageMedia.
Your options are documented with one or more Stock Option Agreement(s),
modified to the extent applicable by the terms of the Other Transaction
with respect to the number of securities and exercise price for such
option (each, an "Option Agreement" and collectively, the "Option Agreements").
In accordance with the Acquisition, on the Closing Date, DoubleClick assumed all
obligations of MessageMedia under the MessageMedia Options. As such, each
outstanding MessageMedia Option has been converted into an option to purchase
0.014536 of a share of DoubleClick common stock (the "Exchange Ratio"), with the
exercise price adjusted accordingly. This Agreement evidences the assumption of
your MessageMedia Options, including the necessary adjustments to your
MessageMedia Options required by the Acquisition.
Your MessageMedia Options immediately before and after the Acquisition are as
follows:
MESSAGEMEDIA STOCK OPTIONS DOUBLECLICK ASSUMED OPTIONS
# of Shares of MessageMedia # of Shares of DoubleClick
MessageMedia Exercise Price DoubleClick Exercise Price
Common Stock Per Share Common Stock Per Share
Old_Share $ OLD_ New_Share $ NEW_
The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed MessageMedia
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 status under the Federal tax laws.
Unless the context otherwise requires, any references in the Option Agreements
(i) to the "Company" or the "Corporation" means DoubleClick, (ii) to "Common
Stock" or "Stock" means shares of DoubleClick common stock, (iii) to the "Board
of Directors" or the "Board" means the Board of Directors of DoubleClick and
(iv) to the "Committee" means the Compensation Committee of the DoubleClick
Board of Directors. All references in the Option Agreements relating to your
status as an employee of MessageMedia or any other entity will now refer to your
status as an employee of DoubleClick or any other present or future DoubleClick
subsidiary. To the extent any Option Agreement allowed you to deliver
MessageMedia common stock as payment for the exercise price, shares of
DoubleClick common stock may be delivered in payment of the adjusted exercise
price, and the period for which such shares of common stock were held prior to
the Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed MessageMedia Options remain the same as set forth in your
Option Agreement(s), 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
MessageMedia Option(s) remain the same as set forth in your Option Agreement(s),
and the provisions of the Option Agreement(s) (except as expressly modified by
this Agreement and the Acquisition) will govern and control your rights under
this Agreement to purchase shares of DoubleClick common stock. Upon your
termination of employment with DoubleClick or its subsidiaries, as applicable,
you will have the limited time period specified in your Option Agreement(s) to
exercise your assumed MessageMedia Option(s) to the extent vested and
outstanding at the time, after which time your MessageMedia Option(s) will
expire and NOT be exercisable for DoubleClick common stock.
EFFECTIVE DATE: January 18, 2002
To exercise your MessageMedia Option(s), you must deliver to DoubleClick (i) a
written notice of exercise for the number of shares of DoubleClick common stock
you want to purchase, (ii) the adjusted exercise price, and (iii) all applicable
taxes. The exercise notice and payment should be delivered to DoubleClick at the
following address:
DoubleClick Inc.
Attention: Stock Administration
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Nothing in this Agreement or your Option Agreement(s) interferes in any way with
your rights and DoubleClick's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from DoubleClick will be governed by the terms of the
DoubleClick stock option plan(s), and such terms may be different from the terms
of your assumed MessageMedia Option(s), 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 DoubleClick your
DoubleClick account will not be activated. If you have any questions regarding
this Agreement or your assumed MessageMedia Options, please contact Xxxxxxx
Xxxxxxxxx at 000-000-0000.
DOUBLECLICK INC.
By:
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Xxxxxxxxx Xxxx
Corporate Secretary
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 MessageMedia Options hereby assumed by DoubleClick
are as set forth in the Option Agreement and such Stock Option Assumption
Agreement.
DATED: , 2002
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FNAME LNAME, Optionee
