EXHIBIT 6
OPTION AGREEMENT
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OPTION AGREEMENT, dated as of the date set forth below (the "Option
Agreement"), by and among Telesciences, Inc., a Delaware corporation (the
"Company") and the undersigned holder of Options (the "Option Holder").
W I T N E S S E T H
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WHEREAS, the Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with EDB Business Partner ASA, a Norwegian limited company
("Parent"), and EDB 4tel Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Purchaser"), dated as of October 19, 1999;
WHEREAS, the Merger Agreement provides that Purchaser shall offer to
purchase for cash any and all of the issued and outstanding shares of Common
Stock (the "Shares") of the Company at a price of $8.79 per Share (the "Offer
Price"); and
WHEREAS, the Merger Agreement provides that the holders of any options (the
"Options") of the Company issued and outstanding under the Company's 1997 Stock
Incentive Plan (the "Plan") (whether or not then currently exercisable) will be
entitled to receive, and shall receive, at the sole election of the holder of
such Option in settlement of each Option, where the amount is positive, a cash
payment from the Company in an amount equal to the product of the Offer Price
minus the exercise price per Share of the Option and the number of Shares
covered by such Option.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements hereinafter contained and
intending to be bound hereby, the parties hereto agree as follows:
1. SETTLEMENT OF OPTIONS. Option Holder agrees to receive, in settlement
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of each Option held by Option Holder, where such amount is positive, a cash
payment from the Company in an amount equal to the product of the Offer Price
minus the exercise price per Share of each Option and the number of Shares
covered by such Option as set forth in Section 2.08 of the Merger Agreement (a
copy of this section is attached hereto as Exhibit A). Subject to any
applicable withholding taxes, such payment shall be made upon the date (the
"Payment Date") that is the latest of (i) the Completion of the Offer (as
defined in the Merger Agreement), (ii) the first business day of January 2000 or
(iii) the earlier of (A) 30 business days after the termination notice is given
in accordance with the terms of the Plan or (B) the date of this Option
Agreement.
2. CONFIRMATION OF OPTIONS. Option Holder confirms that the number of
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Shares issuable upon exercise of Options held by the Option Holder and the
exercise price(s) of such Options are as set forth in Exhibit B attached hereto.
3. TERMINATION OF OPTIONS. Option Holder agrees that, conditioned upon
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the Completion of the Offer all Options held by Option Holder shall be
terminated as of the Payment Date.
4. EXERCISE OF OPTIONS. Option Holder agrees to not exercise any Options
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unless and until the Merger Agreement is terminated.
5. TERMINATION OF THIS OPTION AGREEMENT. This Option Agreement shall
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terminate if and when the Merger Agreement is terminated.
IN WITNESS WHEREOF, each of the parties have signed this Agreement as of
the day, month and year first above written.
TELESCIENCES, INC.
By: ______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive
Officer
Dated: _____________, 1999 ___________________________________
Signature of Option Holder
___________________________________
Print Name of Option Holder
EXHIBIT A
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SECTION 2.08 Employee Stock Options. On the latest of (i) the Completion
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of the Offer (ii) the first business day of January 2000 or (iii) the
earlier of (A) 30 days after termination notice is given in accordance with
the terms of the plan governing the Options (as defined herein) or (B) the
date that the Option holder agrees to the treatment provided in this
Section 2.08, each holder of then outstanding options to purchase Shares
granted by the Company (whether or not then currently exercisable) (the
"Options") will be entitled to receive, and shall receive, at the sole
election of the holder of such Option in settlement of each Option where
the amount set forth in clause (i) below is positive, a cash payment from
the Company in an amount equal to the product of (i) the Transaction
Consideration minus the exercise price per Share of the Option and (ii) the
number of Shares covered by such Option. Such payment shall be reduced by
any applicable withholding taxes. If and to the extent required by the
terms of the plan governing such Options or pursuant to the terms of any
Option granted thereunder, each of Parent and the Company shall use its
best efforts to obtain the consent of each holder of outstanding Options to
the foregoing treatment of such Options, including without limitation,
giving the termination notice contemplated by the plan governing such
Options. The Company, acting through its Board of Directors or any
committee thereof, shall have the right at any time or from time to time
following the execution hereof to accelerate and vest, in full or in part,
any and all Options not currently exercisable in full. Effective as of the
Effective Time, the Company, acting through its Board or any committee
thereof, shall terminate those Options with an exercise price that is
greater than the Transaction Consideration.
EXHIBIT B
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Name of Option Holder: _____________________
Shares Issuable Upon Exercise of Option* Exercise Price Per Share* Date of Grant
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_________________________
* Number of Shares and exercise price are adjusted to reflect the one-
for-four reverse stock split of the Telesciences, Inc. common stock
effective on October 15, 1999.