1
EXHIBIT 3
EXECUTION COPY
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of November 8,
1999, by and between Cisco Systems, Inc., a California corporation ("Parent"),
and Aironet Wireless Communications, Inc., a Delaware corporation ("Company").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Company, Parent and Osprey Acquisition Corporation, a Delaware
corporation ("Merger Sub"), are entering into an Agreement and Plan of Merger
and Reorganization, dated as of the date hereof (the "Reorganization
Agreement"), which provides that, among other things, upon the terms and subject
to the conditions thereof, Merger Sub will be merged with and into Company (the
"Merger"), with Company continuing as the surviving corporation; and
WHEREAS, as a condition and inducement to Parent's willingness to
enter into the Reorganization Agreement, Parent has required that Company agree,
and Company has so agreed, to grant to Parent an option with respect to certain
shares of Company's common stock on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements set forth herein and in the Reorganization
Agreement, the parties hereto agree as follows:
1. Grant of Option. Company hereby grants Parent an irrevocable
option (the "Company Option") to purchase up to 2,826,375 shares (the "Company
Shares") of common stock, par value $.0l per share, of Company (the "Company
Common Stock") in the manner set forth below at a price (the "Exercise Price")
of $48.00 per Company Share, payable in cash. Capitalized terms used herein but
not defined herein shall have the meanings set forth in the Reorganization
Agreement.
2. Exercise of Option. The Company Option may be exercised by
Parent, in whole or in part at any time or from time to time after the
occurrence of any of the events described in Section 7.3(b) of the
Reorganization Agreement or if a Takeover Proposal or Trigger Event is
consummated which obligates Company to pay Parent the Termination Fee pursuant
to Section 7.3(b) or (c) of the Reorganization Agreement. In the event Parent
wishes to exercise the Company Option, Parent shall deliver to Company a written
notice (an "Exercise Notice") specifying the total number of Company Shares it
wishes to purchase. Each closing of a purchase of Company Shares (a "Closing")
shall occur at a place, on a date and at a time designated by Parent in an
Exercise Notice delivered at least two business days prior to the date of the
Closing. The Company Option shall terminate upon the earlier of: (i) the
Effective Time; (ii) the termination of the Reorganization Agreement pursuant to
Section 7.1 thereof (other than a termination in connection with which Parent is
entitled to any payments as specified in Sections 7.3(b) or (c) thereof); (iii)
180 days following any termination of the Reorganization Agreement in connection
with which Parent is entitled to a payment as specified in Section 7.3(b)
thereof (or if, at the expiration of such 180 day period, the Company Option
cannot be
1
2
exercised by reason of any applicable judgment, decree, order, law or
regulation, ten business days after such impediment to exercise shall have been
removed or shall have become final and not subject to appeal); or (iv) 12 months
following any termination of the Reorganization Agreement in connection with
which Parent is entitled to a payment as specified in Section 7.3(c) thereof (or
if, at the expiration of such 12 month period, the Company Option cannot be
exercised by reason of any applicable judgment, decree, order, law or
regulation, ten business days after such impediment to exercise shall have been
removed or shall have become final and not subject to appeal). Notwithstanding
the foregoing, the Company Option may not be exercised if Parent is in material
breach of any of its representations, warranties, covenants or agreements
contained in this Agreement or in the Reorganization Agreement.
3. Conditions to Closing. The obligation of Company to issue the
Company Shares to Parent hereunder is subject to the conditions that (i) all
waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR
Act"), applicable to the issuance of the Company Shares hereunder shall have
expired or have been terminated; (ii) all consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any Federal,
state or local administrative agency or commission or other Federal, state or
local governmental authority or instrumentality, if any, required in connection
with the issuance of the Company Shares hereunder shall have been obtained or
made, as the case may be; and (iii) no preliminary or permanent injunction or
other order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect.
4. Closing. At any Closing, (a) Company will deliver to Parent a
single certificate in definitive form representing the number of Company Shares
designated by Parent in its Exercise Notice, such certificate to be registered
in the name of Parent and to bear the legend set forth in Section 10, and (b)
Parent will deliver to Company the aggregate price for the Company Shares so
designated and being purchased by wire transfer of immediately available funds
or certified check or bank check. At any Closing at which Parent is exercising
the Company Option in part, Parent shall present and surrender this Agreement to
Company, and Company shall deliver to Parent an executed new agreement with the
same terms as this Agreement evidencing the right to purchase the balance of the
shares of Company Common Stock purchasable hereunder.
5. Representations and Warranties of Company. Company represents
and warrants to Parent that (a) Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder; (b) the execution and delivery of this Agreement by
Company and the consummation by Company of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Company and no other corporate proceedings on the part of Company are necessary
to authorize this Agreement or any of the transactions contemplated hereby; (c)
this Agreement has been duly executed and delivered by Company and constitutes a
valid and binding obligation of Company, and, assuming this Agreement
constitutes a valid and binding obligation of Parent, enforceable against
Company in accordance with its terms, except as enforceability may be limited by
bankruptcy and other laws affecting the rights and remedies of creditors
generally and general principles of equity; (d) Company has taken all necessary
corporate action to authorize and
2
3
reserve for issuance and to permit it to issue, upon exercise of the Company
Option, and at all times from the date hereof through the expiration of the
Company Option will have reserved, that number of unissued Company Shares that
are subject to the Company Option, all of which, upon their issuance and
delivery in accordance with the terms of this Agreement, will be validly issued,
fully paid and nonassessable; (e) upon delivery of the Company Shares to Parent
upon the exercise of the Company Option, Parent will acquire the Company Shares
free and clear of all claims, liens, charges, encumbrances and security
interests of any nature whatsoever; (f) except as may be required under the
Securities Act of 1933, as amended (the "Securities Act"), the execution and
delivery of this Agreement by Company does not, and the performance of this
Agreement by Company will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or the
loss of a benefit under, or the creation of a lien, pledge, security interest or
other encumbrance on assets pursuant to (any such conflict, violation, default,
right of termination, cancellation or acceleration, loss or creation, a
"Violation"), (A) any provision of the Certificate of Incorporation, as amended,
or By-laws, as amended, or the Rights Agreement, as amended, of Company or (B)
any provisions of any material mortgage, indenture, lease, contract or other
agreement, instrument, permit, concession, franchise, or license or (C) any
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Company or its properties or assets, which Violation, in the case of each of
clauses (B) and (C), would have a Material Adverse Effect on Company; and (g)
except as described in Section 2.3 of the Reorganization Agreement, the
execution and delivery of this Agreement by Company does not, and the
performance of this Agreement by Company will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority, other than applicable filings with and
payment of fees to the Nasdaq National Market with respect to the inclusion for
quotation thereon of the additional shares of Company Common Stock which may be
purchased hereunder.
6. Representations and Warranties of Parent. Parent represents
and warrants to Company that (a) Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder; (b) the execution and delivery of this Agreement by
Parent and the consummation by Parent of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are necessary to
authorize this Agreement or any of the transactions contemplated hereby; (c)
this Agreement has been duly executed and delivered by Parent and constitutes a
valid and binding obligation of Parent, enforceable against Parent in accordance
with its terms, except as enforceability may be limited by bankruptcy and other
laws affecting the rights and remedies of creditors generally and general
principles of equity; (d) except as described in Section 3.3 of the
Reorganization Agreement, the execution and delivery of this Agreement by Parent
does not, and the performance of this Agreement by Parent will not, result in
any Violation pursuant to, (A) any provision of the Articles of Incorporation or
By-laws of Parent, (B) any provisions of any material mortgage, indenture,
lease, contract or other agreement, instrument, permit, concession, franchise,
or license or (C) any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Parent or its properties or assets, which Violation, in
the case of each of clauses (B) and (C), would have a Material Adverse Effect on
Parent; (e) except as described in Section 3.3 of the Reorganization Agreement
and Section 3(i) of this Agreement, and except as may be required under the
3
4
Securities Act and the Securities Exchange Act of 1934, as amended, the
execution and delivery of this Agreement by Parent does not, and the performance
of this Agreement by Parent will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority; and (f) any Company Shares acquired upon exercise of
the Company Option will not be, and the Company Option is not being, acquired by
Parent with a view to the public distribution thereof.
7. Put and Call.
(a) Exercise. At any time during which the Company Option
is exercisable pursuant to Section 2 (the "Repurchase Period"), upon demand by
Parent, Parent shall have the right to sell to Company (or any successor entity
thereof), and Company (or such successor entity) shall be obligated to
repurchase from Parent (the "Put"), and upon demand by Company, Company (or any
successor entity thereof) shall have the right to purchase from Parent and
Parent shall be obligated to sell to Company (or any successor entity) (the
"Call"), all or any portion of the Company Option, to the extent not previously
exercised, at the price set forth in subparagraph (i) below, or all or any
portion of the Company Shares purchased by Parent pursuant thereto, at a price
set forth in subparagraph (ii) below:
(i) The difference between the "Market/Tender Offer
Price" for shares of Company Common Stock as of the date (the
"Notice Date") notice of exercise of the Put or Call, as the case
may be, is given to the other party (defined as the higher of (A)
the price per share offered as of the Notice Date pursuant to any
tender or exchange offer or other Takeover Proposal (as defined
in the Reorganization Agreement) which was made prior to the
Notice Date and not terminated or withdrawn as of the Notice Date
(the "Tender Price") or (B) the average of the closing prices of
shares of Company Common Stock on the Nasdaq National Market for
the ten trading days immediately preceding the Notice Date (the
"Market Price")), and the Exercise Price, multiplied by the
number of Company Shares purchasable pursuant to the Company
Option (or portion thereof with respect to which Parent is
exercising its rights under this Section 7), but only if the
Market/Tender Offer Price is greater than the Exercise Price.
(ii) The Exercise Price paid by Parent for the Company
Shares acquired pursuant to the Company Option plus the
difference between the Market/Tender Offer Price and the Exercise
Price, but only if the Market/Tender Offer Price is greater than
the Exercise Price, multiplied by the number of Company Shares so
purchased.
(iii) Notwithstanding subparagraphs (i) and (ii) above,
in no event shall the proceeds payable to Parent pursuant to this
Section 7 exceed the sum of (x) $35,000,000 plus (y) the Exercise
Price multiplied by the number of Company Shares purchased minus
(z) any amount paid to Parent by Company pursuant to Section
7.3(b) or Section 7.3(c) of the Reorganization Agreement.
(b) For purposes of Section 7(a), the Tender Price shall
be the highest price per share offered pursuant to a tender or exchange offer or
other Takeover Proposal during the Repurchase Period.
4
5
(c) Payment and Redelivery of Company Option or Shares. In
the event Parent or Company exercises its rights under this Section 7, Company
shall, within ten business days of the Notice Date, pay the required amount to
Parent in immediately available funds and Parent shall surrender to Company the
Company Option or the certificates evidencing the Company Shares purchased by
Parent pursuant thereto, and Parent shall warrant that it owns such shares and
that such shares are then free and clear of all liens, claims, charges and
encumbrances of any kind or nature whatsoever.
8. Registration Rights.
(a) Following any exercise of the Company Option, Parent
may by written notice (the "Registration Notice") to Company request Company to
register under the Securities Act all or any part of the shares of Company
Common Stock acquired pursuant to this Agreement (the "Restricted Shares")
beneficially owned by Parent (the "Registrable Securities") pursuant to a bona
fide firm commitment underwritten public offering in which Parent and the
underwriters shall effect as wide a distribution of such Registrable Securities
as is reasonably practicable and shall use their best efforts to prevent any
Person (including any Group) and its affiliates from purchasing through such
offering Restricted Shares representing more than 1% of the outstanding shares
of Common Stock of Company on a fully diluted basis (a "Permitted Offering");
provided, further, that any such Registration Notice must relate to a number of
shares equal to at least 2% of the outstanding shares of Company Common Stock
and that any rights to require registrations hereunder shall terminate with
respect to any shares that may be sold pursuant to Rule 144(k) under the
Securities Act. The Registration Notice shall include a certificate executed by
Parent and its proposed managing underwriter, which underwriter shall be an
investment banking firm of nationally recognized standing (the "Manager"),
stating that (i) they have a good faith intention to commence promptly a
Permitted Offering and (ii) the Manager in good faith believes that, based on
the then prevailing market conditions, it will be able to sell the Registrable
Securities at a per share price equal to at least 80% of the Fair Market Value
of such shares. For purposes of this Section 8, the term "Fair Market Value"
shall mean the per share average of the closing sale prices of Company's Common
Stock on the Nasdaq National Market for the ten trading days immediately
preceding the date of the Registration Notice.
(b) Company shall use its reasonable best efforts to
effect, as promptly as practicable, the registration under the Securities Act of
the unpurchased Registrable Securities; provided, however, that (i) Parent shall
not be entitled to more than an aggregate of two effective registration
statements hereunder and (ii) Company will not be required to file any such
registration statement during any period of time (not to exceed 40 days after
such request in the case of clause (A) below or 90 days in the case of clauses
(B) and (C) below) when (A) Company is in possession of material non-public
information which it reasonably believes (i) would be detrimental to be
disclosed at such time and, (ii) after consultation with counsel to Company,
such information would have to be disclosed if a registration statement were
filed at that time; (B) Company is required under the Securities Act to include
audited financial statements for any period in such registration statement and
such financial statements are not yet available for inclusion in such
registration statement; or (C) Company determines, in its reasonable judgment,
that such registration would interfere with any financing, acquisition or other
material transaction involving Company or any of its affiliates. If consummation
of the
5
6
sale of any Registrable Securities pursuant to a registration hereunder does not
occur within 120 days after the filing with the SEC of the initial registration
statement, the provisions of this Section 8 shall again be applicable to any
proposed registration; provided, however, that Parent shall not be entitled to
request more than two registrations pursuant to this Section 8. Company shall
use its reasonable best efforts to cause any Registrable Securities registered
pursuant to this Section 8 to be qualified for sale under the securities or Blue
Sky laws of such jurisdictions as Parent may reasonably request and shall
continue such registration or qualification in effect in such jurisdiction;
provided, however, that Company shall not be required to qualify to do business
in, or consent to general service of process in, any jurisdiction by reason of
this provision.
(c) The registration rights set forth in this Section 8
are subject to the condition that Parent shall provide Company with such
information with respect to Parent's Registrable Securities, the plans for the
distribution thereof, and such other information with respect to Parent as, in
the reasonable judgment of counsel for Company, is necessary to enable Company
to include in such registration statement all material facts required to be
disclosed with respect to a registration thereunder.
(d) If Company's securities of the same type as the
Registrable Securities are then authorized for quotation or trading or listing
on the New York Stock Exchange, Nasdaq National Market System, or any other
securities exchange or automated quotations system, Company, upon the request of
Parent, shall promptly file an application, if required, to authorize for
quotation, trading or listing the shares of Registrable Securities on such
exchange or system and will use its reasonable efforts to obtain approval, if
required, of such quotation, trading or listing as soon as practicable.
(e) A registration effected under this Section 8 shall be
effected at Company's expense, except for underwriting discounts and commissions
and the fees and the expenses of counsel to Parent, and Company shall provide to
the underwriters such documentation (including certificates, opinions of counsel
and "comfort" letters from auditors) as are customary in connection with
underwritten public offerings as such underwriters may reasonably require. In
connection with any such registration, the parties agree (i) to indemnify each
other and the underwriters in the customary manner and (ii) to enter into an
underwriting agreement in form and substance customary to transactions of this
type with the Manager and the other underwriters participating in such offering.
9. Adjustment Upon Changes in Capitalization.
(a) In the event of any change in Company Common Stock by
reason of stock dividends, splitups, mergers (other than the Merger),
recapitalizations, combinations, exchange of shares or the like, the type and
number of shares or securities subject to the Company Option, and the purchase
price per share provided in Section 1, shall be adjusted appropriately, and
proper provision shall be made in the agreements governing such transaction so
that Parent shall receive, upon exercise of the Company Option, the number and
class of shares or other securities or property that Parent would have received
in respect of the Company Common Stock if the Company Option had been exercised
immediately prior to such event or the record date therefor, as applicable.
6
7
(b) In the event that Company shall enter in an agreement:
(i) to consolidate with or merge into any person, other than Parent or one of
its Subsidiaries, and Company shall not be the continuing or surviving
corporation of such consolidation or merger; (ii) to permit any person, other
than Parent or one of its Subsidiaries, to merge into Company and Company shall
be the continuing or surviving corporation, but, in connection with such merger,
the then-outstanding shares of Company Common Stock shall be changed into or
exchanged for stock or other securities of Company or any other person or cash
or any other property or the outstanding shares of Company Common Stock
immediately prior to such merger shall after such merger represent less than 50%
of the outstanding shares and share equivalents of the merged company; or (iii)
to sell or otherwise transfer all or substantially all of its assets to any
person, other than Parent or one of its Subsidiaries, then, and in each such
case, the agreement governing such transaction shall make proper provisions so
that upon the consummation of any such transaction and upon the terms and
conditions set forth herein, Parent shall receive for each Company Share with
respect to which the Company Option has not been exercised an amount of
consideration in the form of and equal to the per share amount of consideration
that would be received by the holder of one share of Company Common Stock less
the Exercise Price (and, in the event of an election or similar arrangement with
respect to the type of consideration to be received by the holders of Company
Common Stock, subject to the foregoing, proper provision shall be made so that
the holder of the Company Option would have the same election or similar rights
as would the holder of the number of shares of Company Common Stock for which
the Company Option is then exercisable).
10. Restrictive Legends. Each certificate representing shares of
Company Common Stock issued to Parent hereunder shall include a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION
AGREEMENT, DATED AS OF NOVEMBER 8, 1999, A COPY OF WHICH MAY BE OBTAINED
FROM THE ISSUER.
11. Binding Effect; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Except as expressly provided for in this
Agreement, neither this agreement nor the rights or the obligations of either
party hereto are assignable, except by operation of law, or with the written
consent of the other party. Nothing contained in this Agreement, express or
implied, is intended to confer upon any person other than the parties hereto and
their respective permitted assigns any rights or remedies of any nature
whatsoever by reason of this Agreement. Any Restricted Shares sold by Parent in
compliance with the provisions of Section 8 shall, upon consummation of such
sale, be free of the restrictions imposed with respect to such shares by this
Agreement, unless and until Parent shall repurchase or otherwise become the
beneficial owner of such shares, and any transferee of such shares shall not be
entitled to the rights of Parent.
7
8
Certificates representing shares sold in a registered public offering pursuant
to Section 8 shall not be required to bear the legend set forth in Section 10.
12. Specific Performance. The parties recognize and agree that if
for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party agrees that, in addition to other
remedies, the other party shall be entitled to an injunction restraining any
violation or threatened violation of the provisions of this Agreement. In the
event that any action should be brought in equity to enforce the provisions of
this Agreement, neither party will allege, and each party hereby waives the
defense, that there is adequate remedy at law.
13. Entire Agreement. This Agreement and the Reorganization
Agreement (including the Company Disclosure Schedule and the Parent Disclosure
Schedule relating thereto) constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all other prior
agreements and understandings, both written and oral, among the parties or any
of them with respect to the subject matter hereof.
14. Further Assurance. Each party will execute and deliver all
such further documents and instruments and take all such further action as may
be necessary in order to consummate the transactions contemplated hereby.
15. Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. In
the event any court or other competent authority holds any provision of this
Agreement to be null, void or unenforceable, the parties hereto shall negotiate
in good faith the execution and delivery of an amendment to this Agreement in
order, as nearly as possible, to effectuate, to the extent permitted by law, the
intent of the parties hereto with respect to such provision. Each party agrees
that, should any court or other competent authority hold any provision of this
Agreement or part hereof to be null, void or unenforceable, or order any party
to take any action inconsistent herewith, or not take any action required
herein, the other party shall not be entitled to specific performance of such
provision or part hereof or to any other remedy, including but not limited to
money damages, for breach hereof or of any other provision of this Agreement or
part hereof as the result of such holding or order.
16. Notices. Any notice or communication required or permitted
hereunder shall be in writing and either delivered personally, telegraphed or
telecopied or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given, dated and received when so delivered personally,
telegraphed or telecopied or, if mailed, five business days after the date of
mailing to the following address or telecopy number, or to such other address or
addresses as such person may subsequently designate by notice given hereunder.
8
9
(a) if to Parent or Merger Sub, to:
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Senior Vice President, Legal and
Government Affairs
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
Two Embarcadero Place
0000 Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
(b) if to Company, to:
Aironet Wireless Communications, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to:
Day, Xxxxx & Xxxxxx LLP
City Place I
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, Esq.
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
and
Xxxxxxx Xxxxx Xxxxxx LLP
000 XxxxXxxx Xxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Esq. and
Xxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
9
10
17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without regard to
any applicable conflicts of law rules.
18. Descriptive Headings. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same instrument.
20. Expenses. Except as otherwise expressly provided herein or in
the Reorganization Agreement, all costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such expenses.
21. Amendments; Waiver. This Agreement may be amended by the
parties hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto, or, in the
case of a waiver, by an instrument signed on behalf of the party waiving
compliance.
[SIGNATURE PAGE FOLLOWS.]
10
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized officers as of the date first
above written.
CISCO SYSTEMS, INC.
By:
-------------------------------
Name:
Title:
AIRONET WIRELESS COMMUNICATIONS, INC.
By:
-------------------------------
Name:
Title:
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]
