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EXHIBIT (a)(2)
EPRISE CORPORATION
OFFER TO EXCHANGE OPTIONS
ELECTION FORM
I have received, have read and understand the Offer to Exchange, the
memorandum from Joe Forgione, each dated May 10, 2001, the Election Form and
Notice to Change Election From Accept to Reject (together, as they may be
amended from time to time, constituting the "Offer"), offering to eligible
employees the opportunity to exchange outstanding stock options ("Old Options")
for options exercisable at the fair market value on or about December 12, 2001,
issued under Eprise Corporation's Amended and Restated 1997 Stock Option Plan.
This Offer expires at 5:00 P.M. Eastern Daylight Time on June 8, 2001.
I understand that if I elect to cancel my Old Options in exchange for the
promise to issue a new option (the "New Option"), the number of shares will
remain the same and the original vesting schedule for the Old Options will be
applied to the New Option. I understand that for each option or partial option I
cancel, I lose my right to all outstanding unexercised shares so cancelled. I
have read the Offer and understand the possible loss of my cancelled stock
options if employment is terminated for whatever reason before December 12,
2001. I UNDERSTAND THAT THERE IS A POSSIBILITY THAT THE EXERCISE PRICE OF THE
NEW OPTIONS COULD BE HIGHER THAN THE EXERCISE PRICE OF THE OLD OPTIONS RESULTING
IN A LOSS OF SOME STOCK OPTION BENEFIT. I ALSO UNDERSTAND THAT IF I ELECT TO
CANCEL ANY OPTIONS, ALL OPTIONS GRANTED IN THE SIX MONTHS PRIOR TO CANCELLATION,
I.E., SINCE NOVEMBER 10, 2000, WILL ALSO BE CANCELLED AND REPLACED WITH NEW
OPTIONS. I AGREE TO ALL TERMS OF THE OFFER.
Subject to the above understandings, I would like to participate in the
Offer as indicated below. I HAVE READ AND FOLLOWED THE INSTRUCTIONS ATTACHED TO
THIS FORM.
Please check the box and note the grant date, original grant number, and
number of options being tendered for each stock option grant with respect to
which you agree to have such grant and all stock option grants since November
10, 2000 cancelled and replaced pursuant to the terms of this Election Form.
You may change the terms of your election to tender options for exchange
by submitting a new Election Form or a Notice to Change Election From Accept to
Reject prior to the expiration date of 5:00PM Eastern Daylight Time, June 8,
2001.
[ ] Yes, I wish to tender for exchange each of the options specified below
(and on any additional sheets which I have attached to this form), along
with all options granted since November 10, 2000:
NUMBER NUMBER NUMBER
OF SHARES EXERCISE OF SHARES OF SHARES TENDERED/
GRANT DATE GRANTED PRICE EXERCISED TO BE CANCELLED
- ---------- ------- ----- --------- -----------------------
- ---------- --------- -------- --------- -----------------------
- ---------- --------- -------- --------- -----------------------
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[ ] I have attached an additional sheet listing my name and any additional
grants I wish to cancel.
I understand that all of the tendered options will be irrevocably cancelled on
June 11, 2001.
- -------------------------------------- -------------------------------
EMPLOYEE SIGNATURE SOCIAL SECURITY NUMBER/
NATIONAL INSURANCE/
NATIONAL ID/TAX FILE NUMBER
- -------------------------------------- -------------------------------
EMPLOYEE NAME (PLEASE PRINT) DATE AND TIME
- --------------------------------------
E-MAIL ADDRESS
RETURN TO MILT ALPERN NO LATER THAN 5:00 PM EDT
ON JUNE 8, 2001 VIA FACSIMILE AT (508) 661-5401 OR HAND DELIVERY
EPRISE WILL SEND AN E-MAIL CONFIRMATION WITHIN 48 HOURS OF RECEIPT
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Election Form.
A properly completed and executed original of this Election Form (or a
facsimile of it), and any other documents required by this Election Form, must
be received by Milt Alpern either via hand delivery or via the facsimile number
listed on the front cover of this Election Form (fax number (508) 661-5401) on
or before 5PM Eastern Daylight Time on June 8, 2001 (the "Expiration Date").
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. YOU MAY HAND DELIVER YOUR ELECTION FORM TO MILT ALPERN AT EPRISE
CORPORATION (THE "COMPANY"), OR YOU MAY FAX IT TO HIM AT THE NUMBER LISTED ON
THE FRONT COVER OF THIS ELECTION FORM. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT
TIME TO ENSURE TIMELY DELIVERY.
Tenders of options made through the Offer may be withdrawn at any time
before the Expiration Date. If the Offer is extended by the Company beyond that
time, you may withdraw your tendered options at any time until the extended
expiration of the Offer. In addition, although the Company currently intends to
accept your validly tendered options promptly after the expiration of the Offer,
if the Company fails to accept your tendered options before 5:00 p.m., Eastern
Daylight Time, on July 9, 2001, you may withdraw your tendered options at any
time after July 9, 2001. To withdraw tendered options you must deliver a signed
and dated Notice to Change Election From Accept to Reject, or a facsimile of the
Notice to Change Election From Accept to Reject, with the required information
to the Company while you still have the right to withdraw the tendered options.
Withdrawals may not be rescinded and any Eligible Options withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer unless the
withdrawn options are properly re-tendered before the Expiration Date by
delivery of a new Election Form following the procedures described in these
Instructions.
Tenders of options made through the offer may be changed at any time
before the Expiration Date. If the Offer is extended by the Company beyond that
time, you may change your election regarding particular tendered options at any
time until the extended expiration of the Offer. To change your election
regarding particular tendered options while continuing to elect to participate
in the Offer, you must deliver a signed and dated new Election Form, with the
required information, following the procedures described in these Instructions.
Upon the receipt of such a new, properly signed and dated Election Form, any
previously submitted Election Form will be disregarded and will be considered
replaced in full by the new Election Form.
The Company will not accept any alternative, conditional or contingent
tenders. All tendering option holders, by signing this Election Form (or a
facsimile of it), waive any right to receive any notice of the acceptance of
their tender, except as provided for in the Offer to Exchange.
2. Inadequate Space.
If the space provided in this Election Form is inadequate, the information
requested by the table on this Election Form regarding the options to be
tendered should be provided on a separate schedule attached to this Election
Form. Print your name on this schedule and sign it. The schedule should be
delivered with the Election Form, and will thereby be considered part of this
Election Form.
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3. Tenders.
If you intend to tender options through the Offer, you must complete the
table on this Election Form by providing the following information for each
option that you intend to tender:
- number of shares originally subject to option,
- grant date,
- exercise price,
- the total number of shares exercised under the option; and
- the total number of shares being tendered under the option.
You may tender all, none or some of the unexercised shares subject to the
options you decide to tender. If you make a partial tender of any option, we
will issue you an option for the untendered amount (subject to the same terms as
the original grant) as promptly as practicable following the Expiration Date.
Also, if you intend to tender any of the options that were granted to you, then
you must tender all Eligible Options that were granted to you during the six
month period prior to the Commencement Date.
4. Signatures on This Election Form.
If this Election Form is signed by the holder of the Eligible Options, the
signature must correspond with the name as written on the face of the option
agreement or agreements to which the options are subject without alteration,
enlargement or any change whatsoever.
If this Election Form is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, that person should so indicate when
signing, and proper evidence satisfactory to the Company of the authority of
that person so to act must be submitted with this Election Form.
5. Other Information on This Election Form.
In addition to signing this Election Form, you must print your name and
indicate the date and time at which you signed. You must also include a current
e-mail address and your identification number, such as your social security
number, tax identification number or national identification number, as
appropriate.
6. Requests for Assistance or Additional Copies.
Any questions or requests for assistance, as well as requests for
additional copies of the Offer to Exchange or this Election Form may be directed
to Milt Alpern, Chief Financial Officer, at Eprise Corporation, 200 Crossing
Boulevard, Framingham, MA 01702, telephone number 508-661-5200. Copies will be
furnished promptly at the Company's expense.
7. Irregularities.
All questions as to the number of option shares subject to options to be
accepted for exchange, and the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of options will be determined
by the Company in its discretion. The Company's determinations shall be final
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and binding on all parties. The Company reserves the right to reject any or all
tenders of options the Company determines not to be in proper form or the
acceptance of which may, in the opinion of the Company's counsel, be unlawful.
The Company also reserves the right to waive any of the conditions of the Offer
and any defect or irregularity in the tender of any particular options, and the
Company's interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No tender of options
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in connection
with tenders must be cured within such time as the Company shall determine.
Neither the Company nor any other person is or will be obligated to give notice
of any defects or irregularities in tenders, and no person will incur any
liability for failure to give any such notice.
IMPORTANT: THE ELECTION FORM (OR A FACSIMILE COPY OF IT) TOGETHER WITH
ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR BEFORE
5:00 P.M. ON THE EXPIRATION DATE.
8. Additional Documents to Read.
You should be sure to read the Offer to Exchange, all documents referenced
therein, and the memorandum from Joe Forgione dated May 10, 2001 before deciding
to participate in the Offer.
9. Important Tax Information.
You should refer to Section 14 of the Offer to Exchange, which contains
important U.S. federal income tax information. If you live or work outside the
United States, you should consult with your tax advisor regarding the tax
consequences of the Offer which may apply to you.
10. Miscellaneous.
A. Data Privacy. By accepting the Offer, you hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this document by and among, as
applicable, Eprise Corporation and/or any affiliate for the exclusive purpose of
implementing, administering and managing your participation in the Offer.
You understand that Eprise Corporation and/or any affiliate may hold
certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of
stock or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the purpose of implementing, administering and
managing the stock option plan and this Offer ("Data"). You understand that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Offer, that these recipients may be located
in your country, or elsewhere, and that the recipient's country may have
different data privacy laws and protections than in your country. You authorize
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing your participation in the stock option plans and this Offer. You
understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the stock option plans and this
Offer. You understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by contacting in writing your
local human resources representative. You understand that withdrawal of consent
may affect your ability to participate in this Offer and exercise or realize
benefits from the stock option plans.
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B. Acknowledgment and Waiver. By accepting this Offer, you acknowledge
that: (i) your acceptance of the Offer is voluntary; (ii) your acceptance of the
Offer shall not create a right to further employment with your employer and
shall not interfere with the ability of your employer to terminate your
employment relationship at any time with or without cause; and (iii) the Offer,
the Old Options and the New Options are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.
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