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EXHIBIT 99.3
FORM OF OPTION ASSUMPTION AGREEMENT
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Exhibit 99.3
GASONICS INTERNATIONAL CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
GAMMA PRECISION TECHNOLOGY, INC.
1998 Stock Option Plan
Optionee: First Name Last Name
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 13th day of
September, 2000.
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Gamma Precision
Technology, Inc., a California corporation ("Gamma"), which were granted to
Optionee under the Gamma Precision Technology, Inc. 1998 Stock Option Plan (the
"Plan").
WHEREAS, each of those options is evidenced by a Stock Option
Agreement (the "Option Agreement") issued to Optionee under the Plan.
WHEREAS, Gamma has been acquired by GaSonics International
Corporation, a Delaware corporation ("GaSonics"), through the merger (the
"Merger") of GPT Acquisition Corp., a California corporation and a wholly owned
subsidiary of GaSonics ("Merger Sub"), with and into Gamma, pursuant to the
Merger Agreement, by and among GaSonics, Gamma and Merger Sub, dated August 30,
2000 (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require the
obligations of Gamma under each outstanding option under the Plan to be assumed
by GaSonics at the consummation of the Merger and the holder of each outstanding
option to be issued an agreement evidencing the assumption of such option.
WHEREAS, the purpose of this Agreement is to evidence the assumption
by GaSonics of the outstanding options held by Optionee at the time of the
consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to those options which have become necessary in connection with
their assumption by GaSonics in the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Gamma common stock ("Gamma Stock") subject
to the options held by Optionee immediately prior to the Effective Time (the
"Gamma Options") and the exercise price payable per share are set forth below.
GaSonics hereby assumes, as of the Effective Time, all the duties and
obligations of Gamma under each of the Gamma Options. In connection with such
assumption, the number of shares of GaSonics common stock ("GaSonics Stock")
purchasable under each Gamma Option hereby assumed and the exercise price
payable thereunder have been adjusted to reflect the Option Exchange Amount set
forth in the Merger
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Agreement. Accordingly, the number of shares of GaSonics Stock subject to each
Gamma Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per share of GaSonics Stock under the assumed
Gamma Option shall also be as indicated for that option below.
<TABLE>
<CAPTION>
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GAMMA STOCK OPTIONS GASONICS ASSUMED OPTIONS
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<S> <C> <C> <C>
# of Shares
# of Shares of Gamma Exercise Price of GaSonics Adjusted Exercise
Common Stock per Share Common Stock Price per Share
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$ $
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</TABLE>
2. The intent of the foregoing adjustments to each assumed Gamma
Option is to assure that the spread between the aggregate fair market value of
the shares of GaSonics Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will not,
immediately after the consummation of the Merger, be greater than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Gamma Stock subject to the Gamma 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 Gamma Option immediately prior to
the Merger.
3. Each Gamma Option shall continue to have a maximum term of ten
(10) years from the date of grant, subject to earlier termination (as provided
in the applicable Option Agreement) following Optionee's cessation of service or
employment.
4. The following provisions shall govern each Gamma Option hereby
assumed by GaSonics:
(a) Unless the context otherwise requires, all references in
each Option Agreement and the Plan (to the extent incorporated into
such Option Agreement) shall be adjusted as follows: (i) all
references to the "Company" shall mean GaSonics, (ii) all references
to "Stock," "Common Stock" or "Shares" shall mean shares of GaSonics
Stock, (iii) all references to the "Board" shall mean the Board of
Directors of GaSonics and (iv) all references to the "Committee" shall
mean the Compensation Committee of the GaSonics Board of Directors.
(b) Except as modified by this Agreement, the grant date and
the expiration date of each assumed Gamma Option and all other
provisions which govern either the exercise or the termination of the
assumed Gamma Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the Plan
and the Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase GaSonics Stock
under the assumed Gamma Option.
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(c) Each Gamma Option assumed by GaSonics which was
originally designated as an Incentive Stock Option under the federal
tax laws is intended to retain such Incentive Stock Option status to
the maximum extent allowed by law. However, according to the terms of
the Merger Agreement negotiated between GaSonics and Gamma, Optionees
may lose Incentive Stock Option status with respect to their assumed
Gamma Options. Accordingly, Optionee acknowledges that Incentive Stock
Option status may be lost with respect to certain assumed Gamma
Options and Optionee hereby releases GaSonics and Merger Sub from any
and all claims arising from the loss of such status.
(d) Each Gamma Option hereby assumed by GaSonics shall
continue to vest and become exercisable in accordance with the same
installment vesting schedule in effect for that option under the
applicable Option Agreement immediately prior to the Effective Time;
except, that the number of shares subject to each such installment
shall be adjusted to reflect the Option Exchange Amount.
(e) For purposes of applying any and all provisions of the
Option Agreement and the Plan relating to Optionee's status as an
employee or a consultant of Gamma, 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 GaSonics
or any present or future majority-owned GaSonics subsidiary.
Accordingly, the provisions of the Option Agreement governing the
termination of the assumed Gamma Options upon Optionee's cessation of
service as an employee or a consultant of Gamma shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant
status with GaSonics and its subsidiaries, and each assumed Gamma
Option shall accordingly terminate, within the designated time period
in effect under the Option Agreement for that option, following such
cessation of employee or consultant status.
(f) The adjusted exercise price payable for the GaSonics
Stock subject to each assumed Gamma 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 GaSonics Stock delivered in payment of such adjusted exercise
price, the period for which such shares were held as Gamma Stock prior
to the Merger shall be taken into account.
(g) In order to exercise each assumed Gamma Option, Optionee
must deliver to GaSonics a written notice of exercise in which the
number of shares of GaSonics 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 GaSonics
Stock and should be delivered to GaSonics at the following address:
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GaSonics International Corporation
2730 Junction Avenue
San Jose, CA 95134-1909
Attention: President
5. 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.
IN WITNESS WHEREOF, GaSonics International Corporation has caused this
Stock Option Assumption Agreement to be executed on its behalf by its duly-
authorized officer as of the ____ day of September, 2000.
GASONICS INTERNATIONAL CORPORATION
By:__________________________________
Asuri Raghavan, President
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 Gamma Options hereby assumed by GaSonics are as
set forth in the Option Agreement, the Plan and such Stock Option Assumption
Agreement.
_______________________________
Employee, Optionee
DATED: September __, 2000
