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Exhibit 99.7
EFFECTIVE DATE: FEBRUARY 1, 2001
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [Target Optionee]:
As you know, on February 1, 2001 (the "Closing Date") Cisco Systems, Inc.
("Cisco") acquired Radiata, Inc. ("Radiata") (the "Acquisition"). In the
Acquisition, each share of Radiata common stock was exchanged for 0.2127558242
of a share of Cisco common stock (the "Exchange Ratio"). On the Closing Date you
held one or more outstanding options to purchase shares of Radiata, Inc. common
stock granted to you under the Radiata, Inc. 1999 Stock Option Plan (the "Plan")
and documented with a Stock Option Agreement(s) (as expressly modified by the
terms of the letter agreement (the "Letter Agreement") you signed, relating to
certain acceleration provisions) and/or Notice(s) of Grant of Stock Option
(collectively, the "Option Agreement") issued to you under the Plan (the
"Radiata Options"). In accordance with the Acquisition, on the Closing Date
Cisco assumed all obligations of Radiata under the Radiata Options. This
Agreement evidences the assumption of the Radiata Options, including the
necessary adjustments to the Radiata Options required by the Acquisition.
Your Radiata Options immediately before and after the Acquisition are as
follows:
---------------------------------------------------------- ---------------------------------------------------
RADIATA STOCK OPTIONS CISCO ASSUMED OPTIONS
---------------------------------------------------------- ---------------------------------------------------
---------------------------- ----------------------------- ------------------------- -------------------------
# Shares of Radiata Radiata Exercise Price # of Shares of Cisco Cisco Exercise Price
Common Stock Per Share Common Stock Per Share
---------------------------- ----------------------------- ------------------------- -------------------------
The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed Radiata Option
(i.e., the difference between the aggregate fair market value and the aggregate
exercise price) does not exceed the total spread that existed immediately prior
to the Acquisition; (ii) to preserve, on a per share basis, the ratio of
exercise price to fair market value that existed immediately prior to the
Acquisition; and (iii) to the extent applicable and allowable by law, to retain
incentive stock option ("ISO") status under the Federal tax laws.
Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means Cisco, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Cisco Stock, (iii) to the
"Board of Directors" or the "Board" means the Board of Directors of Cisco and
(iv) to the "Committee" means the Compensation Committee of the Cisco Board of
Directors. All references in the Option Agreement and the Plan relating to your
status as an employee of Radiata will now refer to your status as an employee of
Cisco or any present or future Cisco subsidiary. To the extent the Option
Agreement allowed you to deliver shares of Radiata common stock as payment for
the exercise price, shares of Cisco common stock may be delivered in payment of
the adjusted exercise price, and the period for which such shares were held as
Radiata Stock prior to the Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed Radiata Options remain the same as set forth in your Option
Agreement, but the number of shares subject to each vesting installment has been
adjusted to reflect the Exchange Ratio. All other
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EFFECTIVE DATE: FEBRUARY 1, 2001
provisions which govern either the exercise or the termination of the assumed
Radiata Option remain the same as set forth in your Option Agreement, and the
provisions of the Option Agreement (except as expressly modified by this
Agreement and the Acquisition) will govern and control your rights under this
Agreement to purchase shares of Cisco Stock. However, to the extent an item is
not explicitly provided for in your option documents, Cisco policies will apply.
For example, vesting of options will be suspended during all leaves of absence
in accordance with Cisco policy, unless your option documents explicitly provide
otherwise. Upon your termination of employment with Cisco you will have the
limited time period specified in your Option Agreement to exercise your assumed
Radiata Option to the extent vested and outstanding at the time, generally a 60
day period, after which time your Radiata Options will expire and NOT be
exercisable for Cisco Stock.
To exercise your assumed Radiata Option, you must deliver to Cisco (i) a written
notice of exercise for the number of shares of Cisco Stock you want to purchase,
(ii) the adjusted exercise price, and (iii) all applicable taxes. The exercise
notice and payment 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
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Cisco's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from Cisco will be governed by the terms of the Cisco stock
option plan, and such terms may be different from the terms of your assumed
Radiata Options, including, but not limited to, the time period in which you
have to exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed Agreement is received by Cisco's Stock
Administration Department your Cisco account will not be activated. If you have
any questions regarding this Agreement or your assumed Radiata Options, please
contact Xxxx Xxxx at 000-000-0000.
CISCO SYSTEMS, INC.
By:
Xxxxx X. Xxxxxx
Corporate Secretary
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EFFECTIVE DATE: FEBRUARY 1, 2001
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 Radiata Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Letter Agreement, the Plan, and such Stock
Option Assumption Agreement.
DATED: , 2000
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(EMPLOYEE), OPTIONEE
