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EXHIBIT 99.7
E*TRADE GROUP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: <<1>>
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 29th day of
July, 1998 by E*TRADE Group, Inc., a Delaware corporation ("E*TRADE").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of ShareData,
Inc., a California corporation ("ShareData"), which were granted to Optionee
under the ShareData, Inc. 1984 Amended and Restated Stock Option Plan (the
"Plan"), and are evidenced by a stock option agreement (the "Option Agreement")
between ShareData and Optionee.
WHEREAS, ShareData has been acquired by E*TRADE through the
merger of a wholly-owned E*TRADE subsidiary ("Acquisition Sub") with and into
ShareData (the "Merger") pursuant to the Agreement and Plan of Reorganization
dated as of July 6, 1998 by and among E*TRADE, Acquisition Sub and ShareData
(the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require
E*TRADE to assume all obligations of ShareData under all options outstanding
under the Plan at the consummation of the Merger and 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 Merger is
0.075376573 share of E*TRADE common stock (the "E*TRADE Stock") for each
outstanding share of ShareData common stock (the "ShareData Stock").
WHEREAS, this Agreement is to become effective immediately
upon the consummation of the Merger (the "Effective Time") in order to reflect
certain adjustments to Optionee's outstanding options under the Plan which have
become necessary by reason of the assumption of those options by E*TRADE in
connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The stock options held by Optionee under the Plan
immediately prior to the Effective Time (the "ShareData Options") and the
exercise price payable per share are set forth in Exhibit A hereto. E*TRADE
hereby assumes, as of the Effective Time, all the duties and obligations of
ShareData under each of the ShareData Options. In connection with such
assumption, the number of shares of E*TRADE Stock purchasable under each
ShareData Option hereby assumed and the exercise price payable thereunder have
been adjusted to reflect the Exchange Ratio at which shares of ShareData Stock
were converted into shares of E*TRADE Stock in consummation of the Merger.
Accordingly, the number of shares of E*TRADE Stock subject to each ShareData
Option hereby assumed shall be as specified for that option in attached Exhibit
B, and the adjusted exercise price payable per share of E*TRADE Stock under the
assumed ShareData Option shall be as indicated for that option in attached
Exhibit B.
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2. The intent of the foregoing adjustments to each assumed
ShareData Option is to assure that the spread between the aggregate fair market
value of the shares of E*TRADE Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this agreement will,
immediately after the consummation of the Merger, equal the spread which
existed, immediately prior to the Merger, between the then aggregate fair market
value of the ShareData Stock subject to the ShareData Option and the aggregate
exercise price in effect at such time under the Option Agreement. Such
adjustments are also designed 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 ShareData Option immediately
prior to the Merger.
3. The following provisions shall govern each ShareData Option
hereby assumed by E*TRADE:
(a) Unless the context otherwise requires,
all references to the "Company" in each Option Agreement and
in the Plan shall mean E*TRADE, all references to "Stock",
"Shares" or "Common Stock" shall mean shares of E*TRADE Stock,
and all references to the "Board" or the "Committee" shall
mean the Board of Directors of E*TRADE or the Compensation
Committee of such Board.
(b) The grant date and the expiration date
of each assumed ShareData Option and all other provisions
which govern either the exercisability or the termination of
the assumed ShareData Option shall remain the same as set
forth in the Option Agreement applicable to that option and
shall accordingly govern and control Optionee's rights under
this Agreement to purchase E*TRADE Stock.
(c) Each assumed ShareData Option shall
continue to vest and become exercisable in accordance with the
same vesting/exercise schedule in effect under the applicable
Option Agreement immediately prior to the Effective Time, with
the number of shares of E*TRADE Stock subject to each such
installment adjusted to reflect the Exchange Ratio.
Accordingly, no accelerated vesting of the ShareData Options
shall be deemed to automatically occur by reason of the
Merger.
(d) For purposes of applying any and all
provisions of the Option Agreement relating to Optionee's
employment or service with ShareData, Optionee shall be deemed
to continue in employment or service for so long as Optionee
is in the employ of, or provides services to, E*TRADE or any
present or future E*TRADE subsidiary, including (without
limitation) ShareData.
(e) The adjusted exercise price payable for
the E*TRADE Stock subject to each assumed ShareData Option
shall be payable in any of the forms authorized under the
Option Agreement applicable to that option.
(f) In order to exercise each assumed
ShareData Option, Optionee must deliver to E*TRADE a written
notice of exercise in which the
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number of shares of E*TRADE 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 E*TRADE Stock and should be delivered to
E*TRADE at the following address:
E*TRADE Group, Inc.
0000 Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Option Plan Administrator
4. Except to the extent specifically modified by this Option
Assumption Agreement, all of the terms and conditions of each 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.
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IN WITNESS WHEREOF, E*TRADE Group, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 29th day of July, 1998.
E*TRADE GROUP, 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 each of his or her ShareData Options hereby assumed by E*TRADE Group,
Inc. are as set forth in the Option Agreement, the Plan and such Stock Option
Assumption Agreement.
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<<1>>, OPTIONEE
DATED: __________________, 199__
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of
ShareData, Inc.
Common Stock (Pre-Merger)
Number of Option Shares Exercise Price
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EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of
E*TRADE Group, Inc.
Common Stock (Post-Merger)
Number of Option Shares Exercise Price
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