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Exhibit (a)(5)(X)
August 11, 2000
Re: Instructions Regarding Options Granted Under the UK Share Option
Sub-Plan
To Verio Associates Granted Options under the UK Share Option Sub-Plan:
As you are aware, NTT Communications Corporation ("NTT Communications") has
made a tender offer to purchase all outstanding common stock of Verio Inc.
("Verio") for cash at a price of $60.00 per share (the "Offer"). This letter
explains the effects of the Offer on the Verio stock option plan in which you
participate and on shares of Verio stock that you may own outright. Please read
through this letter carefully, as it provides instructions for what you must do
to participate in the Offer that NTT Communications has made to acquire Verio.
1. Verio Stock You Own Directly.
If you have previously purchased shares of Verio stock and you hold these
shares in a brokerage account, your broker already should have sent you
materials describing the Offer and what you need to do in order to tender the
shares in the Offer. You should call your broker if you have not received these
forms, but we have also included a copy with this letter. If you hold your
shares through a broker and you have appropriately activated your account with
them, then you can tender your shares without the necessity of completing any
documents by merely calling your broker and instructing him or her to tender the
shares on your behalf. Your broker may charge you a fee for tendering your
shares in the Offer.
If you hold Verio stock that is evidenced by an actual stock certificate,
you should have received a package of materials directly in the mail containing
a blue Letter of Transmittal. In the case of shares for which you actually hold
a stock certificate, you must complete and sign the Letter of Transmittal and
return it to the Depositary Agent in accordance with the instructions contained
in that document.
If you do not tender shares that you actually own in the Offer, but the
Offer is nevertheless completed, your shares will be automatically converted
into cash, at the same $60 price per share, at the time of the merger that NTT
Communications will effect some time after the completion of the Offer. We
don't know precisely what the timing of that subsequent merger would be.
2. Verio Stock Options.
Attached to this letter is a summary prepared by our stock plan
administrators showing the option grants that you have been awarded from Verio
and information concerning those grants as of July 31, 2000. (This information
is based on our confirmed internal option grant records. If you have any
questions about this information, please contact your local Human Resources
manager.) Under the terms of our agreement with NTT Communications, all
outstanding option grants that remain unvested when the Offer
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is completed will be exchanged for a right to receive cash that will be paid to
you in accordance with the original vesting terms of your options, as discussed
in the attached notice. When the Offer is completed, you will receive a written
agreement documenting your ongoing rights to receive cash, as described in the
attached notice, that will replace your options. At that time, you will need to
execute and return an acknowledgement form in order to receive the future cash
payments.
The Plan will terminate upon completion of the Offer.
By signing and returning the enclosed copy of this letter to Verio, you are
agreeing, if the Offer is completed, to exchange your outstanding options for
the right to receive cash, as described above and in the accompanying notice.
Consequently, upon completion of the Offer, you will have no further rights to
acquire the Verio stock represented by your options. Under the terms of the
options themselves, all of your outstanding options will automatically expire
upon completion of the Offer in light of NTT Communication's agreement to
exchange your options for the right to receive cash.
No UK tax will arise as a result of the exchange of your outstanding
options for the right to receive cash. Any payments of cash received under the
arrangements described in the attached notice will be subject to UK income tax
(payable through PAYE) and National Insurance Contributions (where relevant).
The foregoing UK tax summary is provided for your use without liability or
responsibility on the part of Verio. You are strongly encouraged to consult
with your own financial and tax advisors concerning the treatment of exchanging
your options for the right to receive cash under UK tax law.
If you have any additional questions about the foregoing or any of the
attachments, please send your questions to [email protected] or visit the
Verio intranet at either https://inside.verio.net or https://intranet.verio.net.
Very truly yours,
/s/ Justin L. Jaschke
Justin L. Jaschke
I have reviewed the foregoing Instructions Regarding Options Granted Under the
UK Share Option Sub-Plan and the accompanying information concerning the options
previously granted to me in connection with my employment by Verio. I hereby
request that payment be made to me as described in this letter and the
accompanying documents for the options that I hold pursuant to such grant.
Signature:
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Print Name:
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Verio Office Location:
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Date:
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Attachments:
o Individual Summary of Option Grants
o Tender Offer Materials
o Notice Regarding Treatment of Unvested Options Granted Under the UK
Share Option Sub-Plan
