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Exhibit (a)(5)(Y)
VERIO INC.
NOTICE REGARDING TREATMENT OF UNVESTED OPTIONS IN TENDER OFFER
UNDER THE UK SHARE OPTION SUB-PLAN
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
the UK Share Option Sub-Plan of Verio's 1998 Stock Incentive Plan (the
"Plan") 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 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 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 the Plan
and the written agreement you will receive after completion of the Offer.
3. Your option 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 (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 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.
