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Form Of Assumption Agreement

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EXHIBIT 99.4
STAMPS.COM INC.


STOCK OPTION ASSUMPTION AGREEMENT
ISHIP.COM, INC. CORPORATION
AMENDED AND RESTATED 1997 STOCK PLAN


Optionee:


STOCK OPTION ASSUMPTION AGREEMENT effective as of the 7th day of March 200 by Stamps.com Inc., a Delaware corporation ("Stamps.com").


WHEREAS, the undersigned individual ("Optionee") holds one or more outstanding options to purchase shares of the common stock of iShip.com, Inc., A Delaware corporation ("Iship.com"), which were granted to Optionee under the iShip.com Amended and Restated 1997 Stock Plan (the "Plan").


WHEREAS, each outstanding iShip.com option is evidenced by a Stock option Agreement, with any shares purchased under such options to be subject to the terms and conditions of a Stock Purchase Agreement. Such Stock Option Agreement and Stock Purchase Agreement shall be collectively referred to herein as the "Option Agreement."


WHEREAS, iShip.com has been acquired by Stamps.com through the merger of iShip.com with Stamps.com (the "Merger") pursuant to the Agreement and Plan of Reorganization, by and between Stamps.com and iShip.com (the "Merger Agreement").


WHEREAS, the provisions of the Merger Agreement require the obligations of iShip.com under each outstanding option under the Plan to be assumed by Stamps.com at the consummation of the Merger, and the holder of each such outstanding option to be issued 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 0.22545936 of a share of Stamps.com Common Stock, par value $0.001 par value per share ("Stamps.com Stock"), for each outstanding share of iShip.com common stock ("iShip.com Stock").


WHEREAS, the purpose of the Agreement is to evidence the assumption by Stamps.com 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 Optionee's outstanding options which have become necessary in connection with their assumption by Stamps.com.


NOW, THEREFORE, it is hereby agreed as follows:


1. The number of shares of iShip.com Stock subject to the options held by Optionee immediately prior to the Effective Time (the "iShip.com Options") and the exercise price payable per share are set forth below. Stamps.com hereby assumes, as of the Effective Time, all the duties and obligations of iShip.com under each of the iShip.com Options. In


connection with such assumption, the number of shares of Stamps.com Stock purchasable under each iShip.com Option hereby assumed and the exercise price payable thereunder have been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of Stamps.com Stock subject to each iShip.com Option hereby assumed shall be as specified for that option below, and the adjusted exercise price payable per share of Stamps.com Stock under the assumed iShip.com Option shall also be indicated for that option below.


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ISHIP.COM STOCK OPTIONS STAMPS ASSUMED OPTIONS -------------------------------------------------------------------------------------------------
# of Shares of Exercise Price # of Shares of Adjusted Exercise
iShip.com Common per Share Stamps.com Price per Share
Stock Common Stock --------------------------------------
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