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EXHIBIT 99.10
Form of Stock Option Assumption Agreement - Officer.
II-2.
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OFFICERS
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: 1-
NUMBER OF GRAND JUNCTION SHARES: 2-
GRANT DATE: 3-
ORIGINAL EXERCISE PRICE: $4-
OPTION ASSUMPTION AGREEMENT issued as of the 6th day of November, 1995
by Cisco Systems, Inc., a Delaware corporation ("Cisco").
WHEREAS, the undersigned Optionee is the holder of one or more
outstanding options to purchase shares of the common stock of Grand Junction
Networks, Inc., a Delaware corporation ("Grand Junction"), which were granted to
Optionee pursuant to the Grand Junction 1992 Stock Plan, as amended (the "Stock
Plan"), and Optionee and Grand Junction have, in order to evidence each such
option, entered into a formal Stock Option Agreement (hereinafter, an "Option
Agreement").
WHEREAS, Grand Junction has this day been acquired by Cisco through
merger of Everest Acquisition Corporation, a wholly-owned Cisco subsidiary, with
Grand Junction (the "Merger") pursuant to the Agreement and Plan of
Reorganization dated September 26, 1995 (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to assume
the obligations of Grand Junction under the options outstanding under the Stock
Plan at the time of the Merger and to issue an agreement evidencing the
assumption of each such option (the "Assumption Agreement").
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Rate") in effect for the Merger is 0.3706197 share
of Cisco common stock ("Cisco Stock") for each outstanding share of Grand
Junction common stock ("Grand Junction Stock").
WHEREAS, this Agreement is to be effective immediately upon the
consummation of the Merger (the "Effective Time") and shall reflect certain
adjustments to Optionee's outstanding options under the Stock Plan which have
become necessary by reason of the assumption of those options by Cisco in
connection with the Merger.
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NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Grand Junction Stock subject to the stock
options held by Optionee under the Stock Plan immediately prior to the Effective
Time (the "Grand Junction 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 Grand Junction under each of the Grand Junction Options and
hereby agrees to issue up to the number of shares of Cisco Stock indicated below
for each such assumed option upon (i) exercise of that option in accordance with
the provisions of the Option Agreement applicable thereto (as supplemented
hereby) and (ii) payment of the adjusted exercise price per share set forth
below.
GRAND JUNCTION CISCO
STOCK OPTIONS ASSUMED OPTIONS
-------------- ---------------
# of Shares # of Shares Adjusted
Common Stock Exercise Common Stock Exercise
Grand Junction Price/Share Cisco Price/Share
-------------- ----------- ----- -----------
2- $4- 6~ $7~
2. The number of shares of Cisco Stock purchasable under each Grand
Junction Option hereby assumed and the exercise price payable thereunder reflect
the Exchange Rate at which shares of Grand Junction Stock were converted into
shares of Cisco Stock in consummation of the Merger. The intent of such
adjustments is to assure that the spread between the aggregate fair market value
of the shares of Cisco Stock purchasable under each assumed Grand Junction
Option and the aggregate exercise price as adjusted hereunder will, immediately
after the consummation of the Merger, equal the spread which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the Grand Junction Stock subject to the Grand Junction Option and the aggregate
exercise price in effect at such time under the Option Agreement. Such
adjustments are also designed to preserve, on a per-share basis immediately
after the Merger, the same ratio of exercise price per option share to fair
market value per share which existed under the Grand Junction Option immediately
prior to the Merger.
3. The following provisions shall govern each Grand Junction Option
hereby assumed by Cisco:
- Unless the context otherwise requires, all references to the
"Company" in each Option Agreement shall mean Cisco, all references to "Shares,"
"Exercised Shares" or "Common Stock" shall mean shares of Cisco Stock, all
references to the "Board" shall mean the Cisco Board of Directors, and all
references to "Committee" or "Administrator" shall mean the Compensation
Committee of the Cisco Board of Directors.
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- The grant date and the expiration date of each assumed Grand Junction
Option and all other provisions which govern the termination of each such
assumed Grand Junction Option shall remain the same as set forth in the Option
Agreement applicable to such option and shall accordingly govern and control the
Optionee's rights under this Assumption Agreement to purchase Cisco Stock.
- The shares subject to each assumed Grand Junction Option shall vest
in accordance with the same installment vesting schedule in effect under the
applicable Option Agreement immediately prior to the Effective Time, with the
number of shares of Cisco Stock subject to each such installment adjusted to
reflect the Exchange Rate. Accordingly, no acceleration of exercisability or
vesting of the Grand Junction Options shall be deemed to occur by reason of the
Merger, and the vesting schedule and exercise dates under each applicable Option
Agreement shall remain the same. However, should the Optionee's service be
involuntarily terminated (other than for Cause) within twelve (12) months after
the Merger or other Transfer or Control, or should the Optionee otherwise
terminate his or her service in connection with a Constructive Termination
effected within twelve (12) months after the Merger or other Transfer of
Control, then each assumed Option shall accelerate and become immediately
exercisable for all the option shares as fully vested shares. The foregoing
capitalized terms shall have the meanings assigned to them in the applicable
Option Agreement, and the terms and conditions of the Option Agreement
applicable to the acceleration of the assumed Grand Junction Option upon the
termination of Optionee's employment or constructive termination shall remain in
full force and effect.
- The adjusted exercise price payable for the Cisco Stock subject to
each assumed Grand Junction Option shall be payable in any of the forms
authorized under the Option Agreement applicable to that option. For purposes of
determining the applicable holding period for any shares of Cisco Stock which
the Optionee may be authorized to deliver in payment of the exercise price of
each assumed Grand Junction Option, the period for which such shares were held
as Grand Junction Stock prior to the Merger shall be taken into account.
- In order to exercise each assumed Grand Junction Option, the 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
Xxx Xxxx, XX 00000
Attention: Stock Plan Administrator
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- For purposes of applying the termination of employment or service
provisions of the Option Agreement, the Optionee shall be deemed to continue in
employment or service and to remain an employee or service provider for so long
as the Optionee remains in the employ or service of Cisco or any present or
future parent or subsidiary of Cisco, including (without limitation) Grand
Junction.
4. Except to the extent specifically modified by this 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
Assumption Agreement.
IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Assumption
Agreement to be executed on its behalf by its duly-authorized officer as of the
6th day of November, 1995.
CISCO SYSTEMS, INC.
By: ______________________________
Title: ___________________________
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 Grand Junction Options hereby assumed by Cisco
Systems, Inc. are as set forth in the Option Agreement, the Stock Plan and this
Stock Option Assumption Agreement.
__________________________________
1-, OPTIONEE
DATED: __________________, 1995
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