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EXHIBIT 99.9
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
HYNEX LTD.
1998 KEY EMPLOYEE STOCK OPTION PLAN
OPTIONEE: <>,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 19th day of
September, 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 HyNEX Ltd., an
Israeli corporation ("HyNEX"), which were granted to Optionee under the 1998 Key
Employee Stock Option Plan (the "Plan").
WHEREAS, each outstanding HyNEX Option is evidenced by a Stock Option
Agreement (the "Option Agreement"), with any shares purchased under such options
to be subject to the terms and conditions of such agreement.
WHEREAS, HyNEX has been acquired by Cisco through the purchase by Cisco of
the assets, of HyNEX (the "Acquisition") pursuant to the Asset Purchase
Agreement, by and between Cisco, Elbit Ltd. and HyNEX (the "Acquisition
Agreement").
WHEREAS, the provisions of the Acquisition Agreement require Cisco to
assume all obligations of HyNEX under all outstanding options under the Plan at
the consummation of the Acquisition and to issue to the holder of each
outstanding option an agreement evidencing the assumption of such option.
WHEREAS, the provisions of the Acquisition Agreement require Cisco to
comply with the Israeli tax rules in connection with the assumption of all
outstanding options under the Plan at the consummation of the Acquisition and to
comply with the Israeli tax rules with regard to the procedures for the exercise
of such outstanding options.
WHEREAS, pursuant to the provisions of the Acquisition Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Acquisition is 0.268940
of a share of Cisco common stock ("Cisco Stock") for each outstanding ordinary
share of HyNEX ("HyNEX Stock").
WHEREAS, the purpose of this Agreement is to evidence the assumption by
Cisco of the outstanding options held by Optionee at the time of the
consummation of the Acquisition (the "Effective Time") and to reflect certain
adjustments to Optionee's outstanding options which have become necessary in
connection with their assumption by Cisco.
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NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of HyNEX Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "HyNEX 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 HyNEX under each of the
HyNEX Options. In connection with such assumption, the number of shares of Cisco
Stock purchasable under each HyNEX Option hereby assumed and the exercise price
payable thereunder (as converted into U.S. Dollars, when applicable) have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
Cisco Stock subject to each HyNEX Option hereby assumed shall be as specified
for that option below, and the adjusted exercise price payable per share of
Cisco Stock under the assumed HyNEX Option shall also be as indicated for that
option below.
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HYNEX STOCK OPTIONS CISCO ASSUMED OPTIONS
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# of Shares of Exercise Price # of Shares of Adjusted Exercise Price
HyNEX Common Stock per Share Cisco Common Stock per Share
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<> US$<> <> US$<>
2. The intent of the foregoing adjustments to each assumed HyNEX 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 Acquisition, be not greater than the spread which
existed, immediately prior to the Acquisition, between the then aggregate fair
market value of the HyNEX Stock subject to the HyNEX 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 Acquisition, on
a per share basis, the same ratio of exercise price per option share to fair
market value per share which existed under the HyNEX Option immediately prior to
the Acquisition.
3. The following provisions shall govern each HyNEX Option hereby assumed
by Cisco:
(a) Unless the context otherwise requires, all references in each
Option Agreement and in the Plan (i) to the "Company" shall mean Cisco,
(ii) to "Company Stock" shall mean shares of Cisco Stock and (iii) to
"Option" shall refer to the option to purchase shares of Cisco Stock.
(b) The grant date and the expiration date of each assumed HyNEX
Option and all other provisions which govern either the exercise or the
termination of the assumed HyNEX Option shall remain the same as set forth
in 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 Cisco Stock under the assumed HyNEX Option.
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(c) Pursuant to the terms of the Option Agreement, your options
assumed by Cisco hereunder became immediately vested as to one hundred
percent (100%) of your unvested HyNEX options in connection with the
transaction upon the consummation of the Acquisition. Each HyNEX Option was
assumed by Cisco as of the Effective Time.
(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 of
HyNEX, Optionee shall be deemed to continue in such status as an employee
for so long as Optionee renders services as an employee to Cisco or any
present or future Cisco subsidiary. Accordingly, the provisions of the
Option Agreement governing the termination of the assumed HyNEX Options
shall hereafter be applied on the basis of Optionee's cessation of employee
status with Cisco and its subsidiaries, and each assumed HyNEX Option shall
accordingly terminate, within the designated time period in effect under
the Option Agreement for that option, following such cessation of service
as an employee of Cisco and its subsidiaries.
(e) In accordance with the Israeli tax rules, your outstanding
options will be held by Investec Clali - Trust Company Ltd., an Israeli
company whose address is 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxx (the "Trustee")
and each assumed HyNEX Option shall only be exercisable according to the
terms set forth by the Trustee.
(f) The adjusted exercise price payable for the Cisco Stock subject
to each assumed HyNEX Option shall be payable in any of the forms
authorized under the Option Agreement applicable to that option and
approved by the Trustee.
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 Acquisition 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 19th day of September, 2000.
CISCO SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
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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 HyNEX Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
__________________________________________
<>, OPTIONEE
DATED: __________________, 2000
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