EFFECTIVE DATE: NOVEMBER 17, 2000
EXHIBIT 99.3
VERSATA, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [Verve Optionee]:
As you know, on November 17, 2000 (the "Closing Date") Versata, Inc. ("Versata")
acquired Verve, Incorporated ("Verve") (the "Acquisition"). In the Acquisition,
each share of Verve common stock was exchanged for 0.4076114 of a share of
Versata common stock (the "Exchange Ratio"). On the Closing Date you held one or
more outstanding options to purchase shares of Verve common stock granted to you
under the Verve 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 "Verve Options"). In
accordance with the Acquisition, on the Closing Date Versata assumed all
obligations of Verve under the Verve Options. This Agreement evidences the
assumption of the Verve Options, including the necessary adjustments to the
Verve Options required by the Acquisition.
Your Verve Options immediately before and after the Acquisition are as follows:
---------------------------------------------------------- ---------------------------------------------------
VERVE STOCK OPTIONS VERSATA ASSUMED OPTIONS
---------------------------------------------------------- ---------------------------------------------------
---------------------------- ----------------------------- ------------------------- -------------------------
# Shares of Verve Verve Exercise Price # of Shares of Versata Versata Exercise Price
Common Stock Per Share Common Stock Per Share
---------------------------- ----------------------------- ------------------------- -------------------------
---------------------------- ----------------------------- ------------------------- -------------------------
The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed Verve 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 Versata, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Versata Stock, (iii) to the
"Board of Directors" or the "Board" means the Board of Directors of Versata and
(iv) to the "Committee" means the Compensation Committee of the Versata Board of
Directors. All references in the Option Agreement and the Plan relating to your
status as an employee of Verve will now refer to your status as an employee of
Versata or any present or future Versata subsidiary. To the extent the Option
Agreement allowed you to deliver shares of Verve common stock as payment for the
exercise price, shares of Versata common stock may be delivered in payment of
the adjusted exercise price, and the period for which such shares were held as
Verve 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 Verve 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 Verve 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 Versata
Stock. Upon your termination of employment with Versata you will have the
limited time period specified in your Option Agreement to exercise your assumed
Verve Option to the extent vested and outstanding at the time, after which time
your Verve Options will expire and NOT be exercisable for Versata Stock.
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EFFECTIVE DATE: NOVEMBER 17, 2000
To exercise your assumed Verve Option, you must deliver to Versata (i) a written
notice of exercise for the number of shares of Versata Stock you want to
purchase, (ii) the adjusted exercise price, and (iii) all applicable taxes. The
exercise notice and payment should be delivered to Versata at the following
address:
Versata, Inc.
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Attention: Stock Administration
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Versata'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 Versata will be governed by the terms of the Versata
stock option plan, and such terms may be different from the terms of your
assumed Verve 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. If you have any questions regarding this Agreement or your assumed Verve
Options, please contact [________________] at
[_______________].
VERSATA, INC.
By:
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EFFECTIVE DATE: NOVEMBER 17, 2000
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 Verve Options hereby assumed by Versata are as set
forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED: __________________ ____________________________________________
((EMPLOYEE)), OPTIONEE
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