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EXHIBIT 99.2
DOUBLECLICK INC.
STOCK OPTION ASSUMPTION AGREEMENT
FLASHBASE, INC.
1999 STOCK PLAN
OPTIONEE: <<First_Name>><<Last_Name>>,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 26th day of May,
2000 by DoubleClick Inc., a Delaware corporation ("DoubleClick").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Flashbase, Inc., a
Delaware corporation ("Flashbase"), which were granted to Optionee under the
Flashbase 1999 Equity Incentive Plan (the "Plan") and are each evidenced by a
Stock Option Agreement (the "Option Agreement").
WHEREAS, Flashbase has been acquired by DoubleClick through the merger of
Flashbase with and into DoubleClick (the "Merger") pursuant to the Agreement and
Plan of Reorganization, by and between DoubleClick and Flashbase (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require DoubleClick to
assume all obligations of Flashbase under all outstanding options under the Plan
at the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange
ratio (the "Exchange Ratio") in effect for the Merger is 0.04194 shares of
DoubleClick common stock ("DoubleClick Stock") for each outstanding share of
Flashbase common stock ("Flashbase Stock").
WHEREAS, this Agreement became effective immediately upon the consummation
of the Merger (the "Effective Time") in order to reflect certain adjustments to
Optionee's outstanding options which have become necessary by reason of the
assumption of those options by DoubleClick in connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Flashbase Stock subject to the options held
by Optionee immediately prior to the Effective Time (the "Flashbase Options")
and the exercise price payable per share are set forth below. DoubleClick hereby
assumes, as of the Effective Time, all the duties and obligations of Flashbase
under each of the Flashbase Options. In connection with such assumption, the
number of shares of DoubleClick Stock purchasable under each Flashbase Option
hereby assumed and the exercise price payable thereunder have been adjusted to
reflect the Exchange Ratio. Accordingly, the number of shares of DoubleClick
Stock subject to each Flashbase Option hereby assumed shall be as specified for
that option below, and
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the adjusted exercise price payable per share of DoubleClick Stock under the
assumed Flashbase Option shall also be as indicated for that option below.
<TABLE>
<CAPTION>
------------------------------------------------- -----------------------------------------------
FLASHBASE STOCK OPTIONS DOUBLECLICK ASSUMED OPTIONS
------------------------------------------------- -----------------------------------------------
------------------------- ----------------------- ----------------------- -----------------------
# of Shares of Exercise Price per # of Shares of Adjusted Exercise
Flashbase Common Stock Share DoubleClick Common Price per Share
Stock
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C>
<<Flashbase_Shares>> $<<Flashbase_Price>> <<DC_Shares>> $<<DC_Shares>>
------------------------- ----------------------- ----------------------- -----------------------
</TABLE>
2. The intent of the foregoing adjustments to each assumed Flashbase
Option is to assure that the spread between the aggregate fair market value of
the shares of DoubleClick Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Flashbase Stock subject to the Flashbase Option and the
aggregate exercise price in effect at such time under the Option Agreement. Such
adjustments are also intended to preserve, immediately after the Merger, on a
per share basis, the same ratio of exercise price per option share to fair
market value per share which existed under the Flashbase Option immediately
prior to the Merger.
3. The following provisions shall govern each Flashbase Option hereby
assumed by DoubleClick:
(a) Unless the context otherwise requires, all references in
each Option Agreement and, if applicable, in the Plan (as incorporated
into such Option Agreement) (i) to the "Company" shall mean DoubleClick,
(ii) to "Share" shall mean share of DoubleClick Stock, (iii) to the
"Board" shall mean the Board of Directors of DoubleClick and (iv) to the
"Committee" shall mean the Compensation Committee of the DoubleClick Board
of Directors.
(b) The grant date and the expiration date of each assumed
Flashbase Option and all other provisions which govern either the exercise
or the termination of the assumed Flashbase Option shall remain the same
as set forth in the Option Agreement applicable to that option, and the
provisions of the Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase DoubleClick Stock.
(c) Pursuant to the terms of the Option Agreement, none of
your options assumed by DoubleClick in connection with the transaction
will vest and become exercisable on an accelerated basis upon the
consummation of the Merger. Each Flashbase Option shall be assumed by
DoubleClick as of the Effective Time. Each such assumed Flashbase Option
shall thereafter continue to vest for any remaining unvested shares of
DoubleClick Stock subject to that option in accordance with the same
installment vesting schedule in effect under the applicable Option
Agreement immediately prior to the Effective Time;
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provided, however, that the number of shares subject to each such
installment shall be adjusted to reflect the Exchange Ratio.
(d) For purposes of applying any and all provisions of the
Option Agreement and/or the Plan relating to Optionee's status as an
employee or a consultant of Flashbase, Optionee shall be deemed to
continue in such status as an employee or a consultant for so long as
Optionee renders services as an employee or a consultant to DoubleClick or
any present or future DoubleClick subsidiary. Accordingly, the provisions
of the Option Agreement governing the termination of the assumed Flashbase
Options upon Optionee's cessation of service as an employee or a
consultant of Flashbase shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with DoubleClick and
its subsidiaries, and each assumed Flashbase Option shall accordingly
terminate, within the designated time period in effect under the Option
Agreement for that option, generally a three (3) month period, following
such cessation of service as an employee or a consultant of DoubleClick
and its subsidiaries.
(e) The adjusted exercise price payable for the DoubleClick
Stock subject to each assumed Flashbase Option shall be payable in any of
the forms authorized under the Option Agreement applicable to that option.
For purposes of determining the holding period of any shares of
DoubleClick Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as Flashbase Stock prior to the
Merger shall be taken into account.
(f) In order to exercise each assumed Flashbase Option,
Optionee must deliver to DoubleClick a written notice of exercise in which
the number of shares of DoubleClick Stock to be purchased thereunder must
be indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of DoubleClick
Stock and should be delivered to DoubleClick at the following address:
DoubleClick Inc.
450 West 33rd Street
New York, New York 10001
Attention: Stock Administration
4. Except to the extent specifically modified by this Option Assumption
Agreement, all of the terms and conditions of each Option Agreement as in effect
immediately prior to the Merger shall continue in full force and effect and
shall not in any way be amended, revised or otherwise affected by this Stock
Option Assumption Agreement.
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IN WITNESS WHEREOF, DoubleClick Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the 26th day of May, 2000.
DOUBLECLICK INC.
By:
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Flashbase Options hereby assumed by DoubleClick
are as set forth in the Option Agreement, the Plan, as applicable, and such
Stock Option Assumption Agreement.
-------------------------------------
<<First_Name>><<Last_Name>>, OPTIONEE
DATED: __________________, 2000
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