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Exhibit (a)(5)(P)
VERIO INC.
NOTICE REGARDING TREATMENT OF UNVESTED OPTIONS IN TENDER OFFER
UNDER THE VERIO INC.
1996 STOCK OPTION PLAN, 1997 CALIFORNIA STOCK OPTION PLAN AND
1998 STOCK INCENTIVE PLAN
(Applicable to Option Agreements with no current acceleration of vesting
provision)
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 1996 Stock Option Plan, 1997 California Stock Option Plan and/or 1998
Stock Incentive Plan (as applicable, collectively and individually, the
"Plan") and your Option Agreement(s) 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 your Option
Agreement(s) and the Plan 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 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 your
Option Agreement(s) 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(s) and the Plan.
3. Your current Option Agreement(s) 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
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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(s) 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.
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