1
EXHIBIT 99.12
BROADCOM CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
SIBYTE, INC.
2000 KEY EMPLOYEE STOCK PLAN
This STOCK OPTION ASSUMPTION AGREEMENT by and between Broadcom
Corporation, a California corporation ("Broadcom"), and the undersigned
individual ("Optionee") is effective as of December 15, 2000 (this "Assumption
Agreement").
WHEREAS, Optionee holds one or more outstanding options to purchase
shares of the common stock ("SiByte Stock") of SiByte, Inc., a Delaware
corporation ("SiByte"), which were granted to Optionee under the SiByte, Inc.
2000 Key Employee Stock Plan (the "Plan"), and are each evidenced by a Stock
Grant Agreement(s).
WHEREAS, SiByte has been acquired by Broadcom through the merger of
SiByte with and into Broadcom (the "Merger") pursuant to the Amended and
Restated Merger Agreement and Plan of Reorganization, dated as of December 6,
2000 (the "Merger Agreement"), by and among Broadcom and SiByte and, with
respect to Article 7 and Article 9 of the Merger Agreement only, Xxx X. Xxxxxx,
as Stockholder Agent, and U.S. Stock Transfer Corporation, as Depositary Agent.
WHEREAS, the provisions of the Merger Agreement require Broadcom to
assume the obligations of SiByte under the Plan and each outstanding option
under the Plan at the consummation of the Merger.
WHEREAS, Broadcom desires to issue to the holder of each such assumed
option (the "Assumed Option") an agreement evidencing the assumption of such
option.
WHEREAS, pursuant to the Merger Agreement, each outstanding share of
SiByte Stock was initially converted into 0.2583 of a share of Class A common
stock, par value $0.0001 per share, of Broadcom ("Broadcom Stock"), subject to
increase following the time of the consummation of the Merger (the "Effective
Time") pursuant to the earn-out provisions set forth in Section 1.14 of the
Merger Agreement (the "Exchange Ratio").
WHEREAS, the purpose of this Agreement is to evidence the assumption by
Broadcom of the outstanding options held by Optionee at the Effective Time and
to reflect certain adjustments to Optionee's outstanding options which have
become necessary in connection with their assumption by Broadcom.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of SiByte Stock subject to the options
outstanding under the Plan held by Optionee immediately prior to the Effective
Time (the "SiByte Options") and the exercise price payable per share are set
forth in Exhibit A attached hereto. Broadcom hereby
2
assumes, as of the Effective Time, all the duties and obligations of SiByte
under the Plan and each of the SiByte Options. In connection with such
assumption, the number of shares of Broadcom Stock purchasable under each
Assumed Option and the exercise price payable thereunder have been adjusted to
reflect the Exchange Ratio. Accordingly, the number of shares of Broadcom Stock
subject to each Assumed Option shall be as specified for that option in attached
Exhibit A, and the adjusted exercise price payable per share of Broadcom Stock
under the Assumed Option shall also be as indicated for that option in Exhibit A
attached hereto.
2. The intent of the foregoing adjustments to each Assumed Option is to
assure that the difference between the aggregate fair market value of the shares
of Broadcom Stock purchasable under each such option and the aggregate exercise
price as adjusted pursuant to this Agreement will, immediately after the
consummation of the Merger, be no less than the difference which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the SiByte Stock subject to the SiByte Option and the aggregate exercise price
in effect at such time under the Stock Grant Agreement(s). 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 SiByte Option immediately prior to the Merger. Such
adjustments are also intended to preserve, to the extent applicable, the
incentive stock option status of the assumed SiByte Options under Section 422 of
the Internal Revenue Code of 1986, as amended.
3. Unless the context otherwise requires, all references in the Stock
Grant Agreement(s) and, if applicable, in the Plan (as incorporated into such
Stock Grant Agreement(s)) shall be adjusted as follows: (i) all references to
the "Company" shall mean Broadcom, (ii) all references to "Stock" shall mean
Broadcom Stock, (iii) all references to the "Board" shall mean the Board of
Directors of Broadcom and (iv) all references to the "Committee" shall mean the
Option Committee of the Board.
4. The grant date and the expiration date of each Assumed Option and
all other provisions which govern either the exercise or the termination of the
Assumed Option shall remain the same as set forth in the Stock Grant
Agreement(s) applicable to that option, and the provisions of the Plan and the
Stock Grant Agreement(s) shall accordingly govern and control Optionee's rights
to purchase Broadcom Stock under the Assumed Option.
5. Pursuant to the terms of your Stock Grant Agreement(s) and the Plan,
your Assumed Options shall not vest or become exercisable on an accelerated
basis upon the consummation of the Merger. Accordingly, each Assumed Option
shall continue to vest and become exercisable for unvested shares of Broadcom
Stock subject to that option on the same terms and in accordance with the same
installment vesting schedule as those in effect under the applicable Stock Grant
Agreement(s) immediately prior to the Effective Time; provided, however, that
the number of shares of Broadcom Stock subject to each such installment shall be
adjusted to reflect the Exchange Ratio.
6. For purposes of applying any and all provisions of the Stock Grant
Agreement(s) and/or the Plan relating to Optionee's continuous status as an
employee of or a consultant to SiByte, 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 Broadcom
2
3
or any present or future subsidiary of Broadcom. Accordingly, the provisions of
the Stock Grant Agreement(s) governing the termination of the Assumed Options
upon Optionee's cessation of service as an employee of or a consultant to SiByte
shall hereafter be applied on the basis of Optionee's cessation of employee or
consultant status with Broadcom or any present or future subsidiaries of
Broadcom, and each assumed SiByte Option shall accordingly terminate, within the
designated time period in effect under the Stock Grant Agreement for that
option, following such cessation of service as an employee of or a consultant to
Broadcom or any present or future subsidiaries of Broadcom.
7. The adjusted exercise price payable for the Broadcom Stock subject
to each Assumed Option shall be payable in any of the forms authorized under the
Stock Grant Agreement applicable to that option.
8. In order to exercise each Assumed Option, Optionee must deliver to
Broadcom a written notice of exercise in which the number of shares of Broadcom
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 Broadcom Stock or must specify the arrangement for the payment of the
purchase price as permitted by the applicable Stock Grant Agreement. This notice
should be delivered to Broadcom at the following address:
Broadcom Corporation
00000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Manager of Shareholder Services
9. Except to the extent specifically modified by this Assumption
Agreement, all of the terms and conditions of each Stock Grant 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
Assumption Agreement.
3
4
IN WITNESS WHEREOF, Broadcom Corporation has caused this Assumption
Agreement to be executed on its behalf by its duly authorized officer as of
December 15, 2000.
BROADCOM CORPORATION
By:
------------------------------------
Xxxxx X. Xxxx
Vice President, General Counsel
and Secretary
5
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing
Assumption Agreement and understands and agrees that all rights and liabilities
with respect to each of his or her SiByte Options hereby assumed by Broadcom are
as set forth in the Stock Grant Agreement, the Plan, and this Assumption
Agreement.
-----------------------------------
Signature of Optionee
-----------------------------------
Printed Name
DATED:
