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EXHIBIT 99.5
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
AIRONET WIRELESS COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN
1999 OMNIBUS STOCK INCENTIVE PLAN
OPTIONEE: "First Name" "Last Name",
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 15th day of
March, 2000 by Cisco Systems, Inc., a California corporation ("Cisco").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Aironet
Wireless Communications, Inc., a Delaware corporation ("Aironet"), which were
granted to Optionee under the Aironet Amended and Restated 1996 Stock Option
Plan and 1999 Omnibus Stock Incentive Plan (together the "Plans") and are each
evidenced by a Stock Option Agreement (the "Option Agreement").
WHEREAS, Aironet has been acquired by Cisco through the merger of
Aironet with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Reorganization, by and between Cisco and Aironet (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of Aironet under all outstanding options under the Plans
at the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 1.27468 shares
of Cisco common stock ("Cisco Stock") for each outstanding share of Aironet
common stock ("Aironet Stock").
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 Cisco in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Aironet Stock subject to the options
held by Optionee immediately prior to the Effective Time (the "Aironet Options")
and the exercise price payable per share are set forth below. Cisco hereby
assumes, as of the Effective Time, all the duties and obligations of Aironet
under each of the Aironet Options. In connection with such assumption, the
number of shares of Cisco Stock purchasable under each Aironet Option hereby
assumed and the exercise price payable thereunder have been adjusted to reflect
the Exchange Ratio. Accordingly, the number of shares of Cisco Stock subject to
each Aironet Option hereby
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assumed shall be as specified for that option below, and the adjusted exercise
price payable per share of Cisco Stock under the assumed Aironet Option shall
also be as indicated for that option below.
AIRONET STOCK OPTIONS CISCO ASSUMED OPTIONS
# of Shares of Aironet Exercise Price # of Shares of Adjusted Exercise
Common Stock per Share Cisco Common Stock Price per Share
Aironet Shares $Aironet Price Cisco Shares $Cisco Price
2. The intent of the foregoing adjustments to each assumed
Aironet Option is to assure that the spread between the aggregate fair market
value of the shares of Cisco 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 not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Aironet Stock subject to the Aironet Option and the
aggregate exercise price in effect at such time under the Option Agreement. 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 Aironet Option immediately prior
to the Merger.
3. The following provisions shall govern each Aironet Option
hereby assumed by Cisco:
(a) Unless the context otherwise requires, all
references in each Option Agreement and, if applicable, in the
Plans (as incorporated into such Option Agreement) (i) to the
"Company" shall mean Cisco, (ii) to "Common Stock" or "Stock"
shall mean share of Cisco Stock, (iii) to the "Board" shall mean
the Board of Directors of Cisco and (iv) to the "Committee" shall
mean the Compensation Committee of the Cisco Board of Directors.
(b) The grant date and the expiration date of each
assumed Aironet Option and all other provisions which govern
either the exercise or the termination of the assumed Aironet
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 Cisco Stock.
(c) Pursuant to the terms of the Plan, none of your
options assumed by Cisco in connection with the transaction will
vest and become exercisable on an accelerated basis upon the
consummation of the Merger. Each Aironet Option shall be assumed
by Cisco as of the Effective Time. Each such assumed Aironet
Option shall thereafter continue to vest for any remaining
unvested shares of Cisco Stock subject to that option in
accordance with the same installment vesting schedule in effect
under the applicable Option Agreement immediately prior to the
Effective Time; provided, however, that the number of shares
subject to each such installment shall be adjusted to reflect the
Exchange Ratio.
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(d) 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 Aironet, 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 Cisco or any present or future Cisco
subsidiary. Accordingly, the provisions of the Option Agreement
governing the termination of the assumed Aironet Options upon
Optionee's cessation of service as an employee or a consultant of
Aironet shall hereafter be applied on the basis of Optionee's
cessation of employee or consultant status with Cisco and its
subsidiaries, and each assumed Aironet Option shall accordingly
terminate, within the designated time period in effect under the
Option Agreement for that option, generally a thirty (30)-day
period, following such cessation of service as an employee or a
consultant of Cisco and its subsidiaries.
(e) The adjusted exercise price payable for the
Cisco Stock subject to each assumed Aironet 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 Cisco Stock delivered in payment
of such adjusted exercise price, the period for which such shares
were held as Aironet Stock prior to the Merger shall be taken
into account.
(f) In order to exercise each assumed Aironet
Option, Optionee must deliver to Cisco a written notice of
exercise in which the number of shares of Cisco 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 Cisco Stock and should be delivered
to Cisco at the following address:
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
XX 00-0
Xxx Xxxx, XX 00000
Attention: Stock Administration
4. 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, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 15th day of March, 2000.
CISCO SYSTEMS, INC.
By:
Xxxxx X. Xxxxxx
Corporate Secretary
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 Aironet Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
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"FIRST NAME" "LAST NAME", OPTIONEE
DATED: __________________, 2000
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