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Exhibit (a)(5)(AA)
VERIO INC.
NOTICE REGARDING TREATMENT OF UNVESTED OPTIONS GRANTED WHILE
RESIDENT IN GERMANY
1. 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 Notice explains the effects
of the Offer on the portion of your outstanding options to purchase shares of
Common Stock of Verio that previously were granted to you under the terms of
Verio's 1998 Stock Incentive Plan (the "Plan") and your Option Agreement and
that remain unvested immediately prior to the completion of the Offer by NTT
Communications (the "Unvested Options"). Unless otherwise defined herein, the
terms defined in the Option Agreement and the Plan shall have the same
defined meanings in this Notice.
2. Your Unvested Options automatically will be canceled in exchange for the
right to receive cash in an aggregate amount equal to (A) the product of (1)
the number of unvested shares of Common Stock subject to your Unvested
Options and (2) the excess, if any, of the $60.00 per share Offer price over
the applicable exercise price per share for the purchase of Common Stock
subject to your Unvested Options, minus (B) all applicable federal, state and
local taxes required to be withheld in respect of such payment. This cash
will be paid to you in installments, based on the current vesting schedule
applicable to your Unvested Options. These installments will be paid after
the end of the calendar month which includes the date on which all or any
portion of your Unvested Options would have become exercisable pursuant to
the terms of the your Option Agreement had your Unvested Options not been
canceled, and the amount of each installment will be based on the number of
Unvested Options that would have become exercisable on that date. Your right
to receive the cash is subject to the same terms and conditions (including
vesting and forfeiture) as your Unvested Options, as set forth in your Option
Agreement and the Plan.
3. Your current Option Agreement does not provide for any acceleration of
vesting in connection with the Offer or any subsequent termination of your
employment. However, NTT Communications has nonetheless agreed that, if you
are terminated by Verio within twelve (12) months after the Offer is
consummated for any reason, other than Cause (as defined below) as determined
by Verio, the next installment of cash with respect to your Unvested Options
shall become immediately payable. "Cause" means, to the extent applicable
under German law, (1) acting in bad faith and to the detriment of Verio; (2)
refusing or failing to act in accordance with any specific direction or order
of Verio; (3) exhibiting in regard to your employment unfitness or
unavailability for service, unsatisfactory performance, misconduct or
incompetence, but not on account of disability; (4) exhibiting dishonesty or
habitual neglect; or (5) conviction of a crime involving dishonesty, breach
of trust or physical or emotional harm to any person.
4. Upon completion of the Offer, you will receive a written amendment to your
Option Agreement documenting your rights to receive cash as described in this
notice. Also upon completion of the Offer, the Plan and all options
previously granted thereunder will be terminated and you will have no further
rights to acquire the Verio Common Stock represented by your Unvested
Options.
