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October 2, 2000
[NAME]
[ADDRESS]
[CITY, STATE & ZIP CODE]
Re: Conversion of Powerize.com, Inc. Options to Hoover's, Inc. Options
Dear [FIRST NAME]:
As you know, Hoover's, Inc. ("Hoover's") completed the acquisition of
Powerize.com, Inc. ("Powerize") on August 1, 2000. Specifically, Hoover's
acquired all of the outstanding common stock of Powerize. In order to provide
ongoing incentives to the former employees of Powerize, Hoover's has assumed the
Powerize 1998 Stock Incentive Plan (the "Powerize Plan").
In assuming the Powerize Plan, all options granted under the Powerize
Plan outstanding as of the date of closing will be converted into options to
acquire common stock of Hoover's. The options will be converted at a rate of
0.273902327 Hoover's shares for each Powerize share; put differently, for each
option to acquire 3.6509 Powerize shares, you will receive an option to acquire
1 Hoover's share. The exercise price of your options will be determined by
multiplying your current exercise price and rounding up to the nearest penny
(this keeps the total amount that you would have to pay on exercising your
options constant, subject to rounding error). This conversion factor is based on
the same conversion rate used as part of the overall purchase price and the
conversion of outstanding Powerize shares into Hoover's shares.
Based on the above conversion process, your option to acquire
_______________ Powerize shares has been converted to an option to acquire
_____________ shares of Hoover's common stock. The exercise price of your shares
will be converted from $____________ to $____________. All other terms of your
option, including vesting, will continue to be governed by the Powerize Plan.
Options that were vested under the Powerize Plan will remain vested, and vesting
will continue to the same schedule as established by your initial Powerize
option grant.
We welcome you as a new member of the Hoover's team and appreciate your
continuing contribution to the success of our combined enterprise. Please feel
free to contact me, or Kris Rao, our General Counsel, at (512) 374-4500 if you
have any questions about the conversion of your options.
Yours truly,
Lynn Atchison
Senior Vice President and
Chief Financial Officer
