UPROAR INC.
STOCK OPTION ASSUMPTION AGREEMENT
PRIZEPOINT ENTERTAINMENT CORPORATION
1998 STOCK OPTION PLAN
Optionee: ((Employee)),
STOCK OPTION ASSUMPTION AGREEMENT effective as of the ________
day of ____________, 1999 by Uproar Inc., a Bermuda corporation ("Uproar").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Prizepoint
Entertainment Corporation, a Delaware corporation ("Prizepoint"), which were
granted to Optionee under the Prizepoint 1998 Stock Option Plan (the "Plan") and
are each evidenced by a Stock Option Agreement (the "Option Agreement").
WHEREAS, Prizepoint has been acquired by Uproar through the
merger of Prizepoint with and into Uproar Acquisition Inc. (the "Merger")
pursuant to the Agreement and Plan of Reorganization, by and among Uproar,
Uproar Acquisition Inc. and Prizepoint, as amended (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Uproar
to assume all obligations of Prizepoint under all outstanding options under the
Plan (the "Prizepoint Options") at the consummation of the Merger.
WHEREAS, pursuant to the provisions of the Merger Agreement,
each outstanding share of Prizepoint common stock ("Prizepoint Stock") was
converted into ___________ ordinary shares of Uproar ("Uproar Stock"). This
conversion ratio is hereafter referred to as the "Exchange Ratio".
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 Uproar in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Prizepoint Stock subject to the
Prizepoint Options held by Optionee immediately prior to the Effective Time and
the exercise price payable per share are set forth below. Uproar hereby assumes,
as of the Effective Time, all the duties and obligations of Prizepoint under
each of the Prizepoint Options. In connection with such assumption, the number
of shares of Uproar Stock purchasable under each Prizepoint Option hereby
assumed and the exercise price payable thereunder have been adjusted to reflect
the Exchange Ratio. Accordingly, the number of shares of Uproar Stock subject to
each Prizepoint Option hereby assumed shall be as specified for that option
below, and the adjusted exercise price payable per share of Uproar Stock under
the assumed Prizepoint Option shall also be as indicated for that option below.
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PRIZEPOINT STOCK OPTIONS UPROAR ASSUMED OPTIONS
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# of Shares of Prizepoint Exercise Price # of Shares of Uproar Adjusted Exercise
Common Stock per Share Common Stock Price per Share
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Prizepoint Shares $Prizepoint Price Uproar Shares $Uproar Price
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2. The following provisions shall govern each Prizepoint
Option hereby assumed by Uproar:
(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 Uproar, (ii) to "Stock," "Common Stock"
or "Shares" shall mean share of Uproar Stock and (iii) to the
"Board" or "Committee" shall mean the Board of Directors of
Uproar.
(b) The grant date and the expiration date of each
assumed Prizepoint Option and all other provisions which
govern either the exercise or the termination of the assumed
Prizepoint 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 Uproar
Stock.
(c) 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 Prizepoint, 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 Uproar or any present or future
Uproar subsidiary. Accordingly, the provisions of the Option
Agreement governing the termination of the assumed Prizepoint
Options upon Optionee's cessation of service as an employee or
a consultant of Prizepoint shall hereafter be applied on the
basis of Optionee's cessation of employee or consultant status
with Uproar and its subsidiaries, and each assumed Prizepoint
Option shall accordingly terminate, within the designated time
period in effect under the Option Agreement for that option,
following such cessation of service as an employee or a
consultant of Uproar and its subsidiaries.
(d) The adjusted exercise price payable for the
Uproar Stock subject to each assumed Prizepoint 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 Uproar Stock
delivered in payment of such adjusted exercise price, the
period for which such shares were held as Prizepoint Stock
prior to the Merger shall be taken into account.
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(e) In order to exercise each assumed Prizepoint
Option, Optionee must deliver to Uproar a written notice of
exercise in which the number of shares of Uproar 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 Uproar Stock and should be
delivered to Uproar at the following address:
Uproar Inc.
240 West 35th Street, 18th Floor
New York, New York 10001
Attention: Tami Boardman
3. 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, Uproar Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the _____ day of ___________, 1999.
UPROAR INC.
By:
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Title:
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 Prizepoint Options hereby assumed by Uproar are as
set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.
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((Employee)), OPTIONEE
DATED: __________________, 1999
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