EXHIBIT 99.6
OAK TECHNOLOGY, INC.
STOCK OPTION ASSUMPTION AGREEMENT
XIONICS DOCUMENT TECHNOLOGIES, INC.
OPTIONEE: < < FirstName > > < < LastName > >
STOCK OPTION ASSUMPTION AGREEMENT effective as of the _____
day of January, 2000 by Oak Technology, Inc., a Delaware corporation ("Oak").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Xionics
Document Technologies, Inc., a Delaware corporation ("Xionics"), which were
granted to Optionee under the Xionics ____ Stock Option Plan (the "Plan") and
are each evidenced by a Stock Option Agreement (the "Option Agreement").
WHEREAS, Xionics has been acquired by Oak through the merger
of Xionics with and into Vermont Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Oak (the "Merger"), pursuant to the Agreement and
Plan of Reorganization, dated July 29, 1999, by and among Oak, Vermont
Acquisition Corp. and Xionics (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Oak to
assume all obligations of Xionics under all outstanding options under the Plan
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 share equivalent exchange ratio (the "Exchange Ratio") in effect for the
options to be assumed in the Merger is 1.5748 shares of Oak common stock, par
value $0.001 per share ("Oak Stock"), for each outstanding share of Xionics
common stock ("Xionics 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 that have become necessary by
reason of the assumption of those options by Oak in connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Xionics Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "Xionics
Options") and the exercise price payable per share are set forth below. Oak
hereby assumes, as of the Effective Time, all the duties and obligations of
Xionics under each of the Xionics Options. In connection with such
assumption, the number of shares of Oak Stock purchasable under each Xionics
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of Oak
Stock subject to each Xionics Option hereby assumed shall be as specified for
that option below, and the adjusted exercise price payable per share of Oak
Stock under the assumed Xionics Option shall also be as indicated for that
option below.
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XIONICS OPTIONS
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PRE-MERGER AS ASSUMED BY OAK
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# of Shares of Xionics Stock Exercise Price # of Shares Adjusted Exercise
per Share of Oak Stock Price per Share
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Xionics Shares Xionics Price Oak Shares Oak Price
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2. The intent of the foregoing adjustments to each assumed
Xionics Option is to assure that the spread between the aggregate fair market
value of the shares of Oak 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 Xionics Stock subject to the Xionics 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 Xionics Option immediately prior
to the Merger.
3. The following provisions shall govern each Xionics Option
hereby assumed by Oak:
a. Unless the context otherwise requires, all references in
each Option Agreement and in the Plan (i) to the "Company" shall mean
Oak, (ii) to "Shares," "Stock" or "Common Stock" shall mean shares of
Oak Stock, (iii) to the "Board" shall mean the Board of Directors of
Oak and (iv) to the "Committee" shall mean the Compensation Committee
of the Board of Directors of Oak.
b. The grant date and the expiration date of each assumed
Xionics Option and all other provisions that govern either the exercise
or the termination of the assumed Xionics Option shall remain the same
as set forth in the Plan and the Option Agreement applicable to that
option, and the provisions of the Plan and the Option Agreement shall
accordingly govern and control Optionee's rights to purchase Oak Stock
under the assumed Xionics Option.
c. Pursuant to the terms of the Option Agreement, none of your
Xionics Options as assumed by Oak in connection with the transaction
vested or became exercisable on an accelerated basis upon the
consummation of the Merger. Accordingly, each such assumed Xionics
Option shall continue to vest for any remaining unvested shares of Oak
Stock subject to that option in accordance with the same installment
vesting schedule in effect under the applicable Option Agreement
immediately prior to
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the Effective Time; provided, however, that the number of shares
subject to each such installment shall be adjusted to reflect the
Exchange Ratio.
d. For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's status as an employee,
director, consultant, or advisor providing service to Xionics,
Optionee, shall be deemed to continue in such status for so long as
Optionee renders service as an employee, director, consultant, or
advisor, respectively, to Oak or a subsidiary. Accordingly, the
provisions of the Option Agreement governing the termination of the
assumed Xionics Options upon Optionee's cessation of service with
Xionics shall hereafter be applied on the basis of Optionee's cessation
of such service with respect to Oak or a subsidiary, and each assumed
Xionics Option shall accordingly terminate, within the designated time
period in effect under the Option Agreement for that option, following
such cessation of such service for Oak or a subsidiary.
e. The adjusted exercise price payable for the Oak Stock
subject to each assumed Xionics 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 Oak
Stock delivered in payment of such adjusted exercise price, the period
for which such shares were held as Xionics Stock prior to the Merger
shall be taken into account.
f. In order to exercise each assumed Xionics Option, Optionee
must deliver to Oak a written notice of exercise in which the number of
shares of Oak 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 Oak Stock and should be
delivered to Oak at the following address:
Oak Technology, Inc.
000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Option Plan Administrator
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, Oak Technology, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly authorized officer
effective as of the ______ day of January, 2000.
OAK TECHNOLOGY, INC.
By:
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Name:
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Title:
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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 Xionics Options hereby assumed by Oak are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
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< < FIRSTNAME > > < < LASTNAME > >, Optionee
DATED: __________________, 2000
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