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Exhibit (a)(5)(R)
June 20, 2000
Re: Instructions Regarding Payment for Verio Options that Replaced your
Best or Hiway Options
To All Verio Associates Who Formerly Held Best or Hiway Options:
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
provides instructions regarding payment for the Verio options that replaced your
options originally granted to you under the Hiway Technologies, Inc. 1997 Stock
Option Plan, the Best Internet Communications, Inc. 1996 Stock Option Plan or
the Best Internet Communications, Inc. 1998 Equity Incentive Plan (your "Verio
Replacement Options"). Please read through this letter carefully, as it
provides instructions for what you must do to receive payment for your Verio
Replacement Options in the Offer that NTT Communications has made to acquire our
company. The effects of the Offer on your Verio options that are not Verio
Replacement Options have been addressed in a separate letter to you.
If, upon completion of the Offer, you hold vested Verio Replacement Options
to acquire Verio stock, then you will be entitled to receive cash shortly after
the completion of the Offer for the portion of your outstanding Verio
Replacement Options that are vested as of the time of the completion of the
Offer. The amount of cash that you will receive for each share of stock covered
by a vested Verio Replacement Option you hold at that time will equal the
difference between $60 and the exercise price applicable to that option, less
applicable federal, state and local tax withholdings. You must sign the
duplicate copy of this letter included in this package and return it to Verio in
the enclosed envelope (or deliver it to your local HR representative) in order
to receive cash in exchange for the portion of your Verio Replacement Options
that have vested as of the time the Offer is completed. (If you have questions
concerning whether you might want to exercise vested Verio Replacement Options
that you currently hold and participate in the Offer with the shares that you
acquire upon exercise, or simply continue to hold your vested Verio Replacement
Options and receive cash shortly after the completion of the Offer, you should
refer to the Questions and Answers that are posted on the Verio intranet. A
copy of those Questions and Answers is included with this letter for your
convenience.)
Under the terms of our agreement with NTT Communications, all outstanding
option grants that remain unvested immediately prior to the completion of the
Offer will be exchanged for a right to receive cash that will be paid to you in
accordance with the original vesting schedule set forth in the notice of your
option agreement, as discussed in the attached notice. When the Offer is
completed, you will receive a written amendment to your stock option agreement
documenting your ongoing rights to receive cash, as described in the attached
notice, that will replace your unvested Verio Replacement
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Options. At that time, you will need to execute and return an acknowledgement
form in order to receive the future cash payments.
Verio's stock option plans will terminate upon completion of the Offer.
Again, if you wish to receive cash in exchange for the vested portion of
your Verio Replacement Options, please sign and date the enclosed copy of this
letter and return it to Verio in the envelope provided, or deliver it to your
local HR representative. You will not receive the cash amount described in this
letter for your vested Verio Replacement Options until the Offer is actually
completed and Verio has received a signed copy of this letter back from you.
By signing and returning the enclosed copy of this letter to Verio, you are
agreeing, if the Offer is completed, to exchange your outstanding vested Verio
Replacement Options for the right to receive cash shortly after completion of
the Offer and to the continuation of your outstanding unvested Verio Replacement
Options by substituting such unvested options with the right to receive cash
payments in accordance with the original vesting schedule of your Verio
Replacement Options, all 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 Verio Replacement Options.
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.
For your convenience, we have included a copy of the Q&A that has been
previously posted on our intranet site responding to many of the questions that
have been raised by associates to date.
Very truly yours,
/s/ Carla Hamre Donelson
Carla Hamre Donelson
I have reviewed the foregoing Instructions Regarding Payment for Verio Options
that Replaced my Best or Hiway Options and the accompanying notice. I hereby
request that payment be made to me as described in this letter and the
accompanying notice for the Verio Replacement Options that I hold. In
consideration for such payment, I hereby agree to the termination of my Verio
Replacement Options upon completion of the Offer.
Signature:
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Print Name:
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Verio Office Location:
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Date:
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Attachments:
. Notice Regarding Treatment of Unvested Options
. Q&A
