XOXO Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.
A list of our directors and executive officers is attached to this offer to exchange as Schedule A. As of May 9, 2001,
our nineteen executive officers and directors as a group beneficially owned options outstanding under the option plans to
purchase a total of 13,799,416 shares of our common stock, which represented approximately 19% of the shares subject to all
options outstanding under the plans as of that date. Neither our Chief Executive Officer and Chairman of the Board of
Directors nor our non-employee directors are eligible to participate in the offer. All other officers and directors are
eligible to participate in the offer.
The following directors and officers have recently been granted options or exercised certain of their options to
purchase shares of common stock:
(i) On April 5, 2001, Daniel F. Akerson exercised nonqualified options to purchase 300,000 shares of class A common
stock, at an exercise price of $0.005 per share. According to our records, he continues to hold these shares;
(ii) On April 5, 2001, Nathaniel A. Davis exercised nonqualified options to purchase 100,000 shares of class A common
stock, at an exercise price of $0.005 per share. According to our records, he continues to hold these shares;
(iii) On April 2, 2001, Gary D. Begeman exercise nonqualified options to purchase 78,400 shares of class A common
stock, at an exercise price of $0.005 per share. According to our records, he continues to hold these shares;
(iv) On April 2, 2001, Henry R. Nothhaft exercised incentive stock options to purchase 1,906 shares of class A common
stock, at an exercise price of $4.3713 per share. According to our records, he continues to hold these shares;
(v) On April 26, 2001, Jeffrey S. Raikes exercised nonqualified options to purchase 66,200 shares of class A common
stock, at an exercise price of $1.9825 per share. According to our records, he continues to hold these shares;
(vi) On April 18, 2001, R. Gerard Salemme exercised non-qualified options to purchase 78,600 shares of class A common
stock, at an exercise price of $1.9825 per share. According to our records, he continues to hold these shares;
and
(vii) On April 16, 2001, Mark Faris was granted (i) non-qualified stock options to purchase 150,000 shares of class A
common stock at an exercise price of $3.33 per share and (ii) non-qualified stock options to purchase 25,000
shares of class A common stock at an exercise price of $0.01 per share.
(viii) On May 21, 2001, Mr. Salemme exercised non-qualified options to purchase 66,200 shares of class A common stock,
at an exercise price of $1.9825 per share. According to our records, he continues to hold these shares.
(xi) On June 19, 2001, Michael Ruley was granted non-qualified stock options to purchase 125,000 shares of class A
common stock at an exercise price of $7.00 per share.
Except as otherwise described above and other than ordinary course purchases in the open market or under XO's Employee
Stock Purchase Plan, XO's 401(k) Savings and Retirement Plan and ordinary course grants of stock options to employees who
are not executive officers, there have been no transactions in options to purchase our class A common stock or in our class
A common stock which were effected during the past 60 days by XO or, to our knowledge, by any executive officer, director,
affiliate or subsidiary of XO. |
