EXHIBIT 99.6
FORM OF Z MEDIA, INC. STOCK OPTION ASSUMPTION AGREEMENT
EXHIBIT 99.6
VALUECLICK, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Z MEDIA, INC.
1999 STOCK INCENTIVE PLAN
OPTIONEE: _______________,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 31st
day of January, 2001, by ValueClick, Inc., a Delaware corporation
("ValueClick").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Z Media,
Inc., a Delaware corporation ("Z Media"), which were granted to Optionee under Z
Media, Inc. 1999 Stock Incentive Plan (the "Plan").
WHEREAS, each of those options is evidenced by a Stock Option
Agreement (the "Option Agreement") issued to Optionee under the Plan.
WHEREAS, Z Media has been acquired by ValueClick (the
"Merger") through the merger of Z Media Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of ValueClick (the "Merger Sub"), with
and into Z Media (the "Merger") pursuant to the Agreement and Plan of Merger by
and among ValueClick, Z Media and Merger Sub, dated December 13, 2000 (the
"Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require the
obligations of Z Media under each outstanding option under the Plan to be
assumed by ValueClick at the consummation of the Merger and ValueClick desires
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 assumption of
options under the Merger is 0.379526 shares of ValueClick common stock, par
value $0.001 ("ValueClick Stock") for each outstanding share of Z Media common
stock ("Z Media Stock") (rounded down to the nearest whole number of shares of
ValueClick Stock).
WHEREAS, the purpose of this Agreement is to evidence the
assumption by ValueClick of the outstanding options held by Optionee at the time
of the consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to those options which have become necessary in connection with
their assumption by ValueClick in the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Z Media Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "Z Media Options") and the
exercise price payable per share are set forth below. ValueClick hereby assumes,
as of the Effective Time, all the duties and obligations of Z Media under each
of the Z Media Options. In connection with such assumption, the number of shares
of ValueClick Stock purchasable under each Z Media Option hereby assumed and the
exercise price payable thereunder have been adjusted to reflect the Exchange
Ratio. Accordingly, the number of shares of ValueClick Stock subject to each Z
Media Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per share of ValueClick Stock under the assumed
Z Media Option shall also be as indicated for that option below.
------------------------------------------------------------ ---------------------------------------------------------
Z MEDIA STOCK OPTIONS VALUECLICK ASSUMED OPTIONS
------------------------------------------------------------ ---------------------------------------------------------
# of Shares
# of Shares of Z Media Exercise Price of ValueClick Adjusted Exercise
Common Stock per Share Common Stock Price per Share
------------------------------- ---------------------------- ------------------------ --------------------------------
$ $
------------------------------- ---------------------------- ------------------------ --------------------------------
2. The intent of the foregoing adjustments to each assumed Z Media
Option is to assure that the spread between the aggregate fair market value of
the shares of ValueClick Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will not,
immediately after the consummation of the Merger, be greater than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Z Media Stock subject to the Z Media Option and the
aggregate exercise price in effect at such time under the Option Agreement. Such
adjustments are also intended 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 Z Media Option immediately prior
to the Merger.
3. Each Z Media Option shall continue to have a maximum term of ten
(10) years from the date of grant, subject to earlier termination (as provided
in the applicable Option Agreement) following Optionee's cessation of service or
employment.
4. The following provisions shall govern each Z Media Option hereby
assumed by ValueClick:
(a) Unless the context otherwise requires, all references in
the Option Agreement and the applicable Plan (to the extent
incorporated into such Option Agreement) shall be adjusted as follows:
(i) all references to the "Company" shall mean ValueClick, (ii) all
references to "Common Stock" shall mean shares of ValueClick Stock,
(iii) all references to the "Board" shall mean the Board of Directors
of ValueClick, (iv) all references to "Plan" shall mean the Z Media,
Inc. 1999 Stock Incentive Plan assumed pursuant to the Merger Agreement
and this Assumption Agreement and (v) all references to the "Committee"
shall mean the Compensation Committee of the ValueClick Board of
Directors or the Board of Directors of ValueClick if no such committee
has been appointed.
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(b) Except as modified by this Agreement, the grant date and
the expiration date of each assumed Z Media Option and all other
provisions which govern either the exercise or the termination of the
assumed Z Media Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
applicable Plan and the Option Agreement shall accordingly govern and
control Optionee's rights under this Agreement to purchase ValueClick
Stock under the assumed Z Media Option.
(c) Each Z Media Option assumed by ValueClick which was
originally designated as an Incentive Stock Option under the federal
tax laws shall retain such Incentive Stock Option status to the maximum
extent permitted by law.
(d) Any unvested shares of ValueClick acquired upon the
exercise of the assumed Z Media Options shall remain subject to a right
of repurchase, exercisable by ValueClick as the successor of Z Media at
the adjusted exercise price paid per share, upon Optionee's termination
of service with ValueClick. The terms and provisions governing the
exercise of such repurchase right shall be as set forth in the Option
Agreements applicable to the assumed Z Media Option under which those
unvested shares are acquired.
(e) Each Z Media Option hereby assumed by ValueClick shall
continue to vest and become exercisable in accordance with the same
installment vesting schedule in effect for that option under the
applicable Option Agreement immediately prior to the Effective Time;
provided, that the number of shares subject to each such installment
shall be adjusted to reflect the Exchange Ratio.
(f) For purposes of applying any and all provisions of the
Option Agreement and the applicable Plan relating to Optionee's status
as an employee or a consultant of Z Media, Optionee shall be deemed to
continue in such status as an employee or a consultant for so long as
Optionee renders services as an employee or a consultant to ValueClick
or any present or future majority-owned ValueClick subsidiary.
Accordingly, the provisions of the Option Agreement governing the
termination of the assumed Z Media Options or the exercise of
ValueClick's repurchase rights with respect to any unvested ValueClick
Stock purchased under such options and unvested at the time of
Optionee's cessation of service as an employee or a consultant of Z
Media shall hereafter be applied on the basis of Optionee's cessation
of employee or consultant status with ValueClick and its subsidiaries.
Each assumed Z Media Option shall accordingly terminate, within the
designated time period in effect under the Option Agreement for that
option, following such cessation of service as an employee or
consultant of ValueClick and its majority-owned subsidiaries.
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(g) The adjusted exercise price payable for the ValueClick
Stock subject to each assumed Z Media Option shall be payable in any of
the forms authorized under the Option Agreement applicable to that
option. For purposes of determining the holding period of any shares of
ValueClick Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as Z Media Stock prior to
the Merger shall be taken into account.
(h) In order to exercise each assumed Z Media Option, Optionee
must deliver to ValueClick a written notice of exercise in which the
number of shares of ValueClick 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 ValueClick
Stock and should be delivered to ValueClick at the following address:
VALUECLICK, INC.
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Attention: _______________
5. Except to the extent specifically modified by this Stock 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.
IN WITNESS WHEREOF, ValueClick, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the 31st day of January, 2001.
VALUECLICK, INC.
By:
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Name:
Title:
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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 Z Media Options hereby assumed by ValueClick are
as set forth in the Option Agreement, the applicable Plan and such Stock Option
Assumption Agreement.
_______________________________
____________________, OPTIONEE
DATED: __________________, 2001
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