STOCK OPTION AMENDMENT AND CASH BONUS AGREEMENT
EXHIBIT 99.(a)(1)(O)
STOCK OPTION AMENDMENT
AND
CASH BONUS AGREEMENT
AND
CASH BONUS AGREEMENT
This Stock Option Amendment and Cash Bonus Agreement (this “Agreement”) is made as of
___, 2007 by and between Foundry Networks, Inc., a Delaware corporation (the “Company”), and
___(“Optionee”).
RECITALS
WHEREAS, the Company previously granted to Optionee the options identified on attached
Schedule I (the “Options”) to purchase shares of the Company’s common stock under either the
Company’s 1996 Stock Plan or 2000 Non-Executive Stock Option Plan (the “Plan”).
WHEREAS, the Company and Optionee entered into a formal Stock Option Agreement (the “Option
Agreement”) evidencing each such Option.
WHEREAS, in order to avoid adverse tax consequences under section 409A of the Internal Revenue
Code, Optionee desires to amend each of the Options to increase the exercise price per share to be
in effect for the unexercised portion of that Option which is subject to section 409A and
identified as such on Schedule I (the “Covered Portion”) to the higher exercise price per share
indicated for that portion of such Option on Schedule I.
WHEREAS, in order to compensate Optionee for the increased exercise prices to be in effect for
the Covered Portions of the Options, the Company is willing to pay Optionee a cash bonus in a
dollar amount equal to the aggregate increase in the exercise prices for the Covered Portions of
the Options listed on Schedule I, with the actual dollar of that bonus indicated as the Total Cash
Bonus on Schedule I.
NOW THEREFORE, the parties hereby agree as follows:
1. Increased Exercise Price. The exercise price per share set forth in the Option
Agreement for each of the Options listed on Schedule I is hereby increased, with respect to the
shares subject to the Covered Portion of that Option, to the higher exercise price per share set
forth for that Option on Schedule I.
2. Cash Bonus. Optionee shall become entitled to receive a cash bonus from the
Company (the “Cash Bonus”) in the gross dollar amount indicated as his or her Total Cash Bonus on
attached Schedule I. Payment shall be made on the Company’s first regularly-scheduled payroll date
after January 1, 2008, which is scheduled to be January 4, 2008. However, the Cash Bonus shall be
subject to the Company’s collection of all applicable federal, state and local income and
employment withholding taxes, and Optionee shall be paid only the net amount of such bonus
remaining after such taxes have been collected. Optionee need not remain in the Company’s employ
to receive the Cash Bonus.
3. Entire Agreement. This Agreement, together with the Option Agreements (to the
extent not expressly amended hereby) and the Plan, represents the entire agreement of the parties
with respect to the Options, the Covered Portions thereof and the Cash Bonus and supersedes any and
all previous contracts, arrangements or understandings between the parties with respect to such
Options and the Cash Bonus. This Agreement may be amended at any time only by means of a writing
signed by Optionee and an authorized officer of the Company.
4. Continuation of Option Agreements. Except for the foregoing increases to the
exercise prices per share for the Covered Portions of the Options, no other terms or provisions of
the Option Agreements for such Options or the Plan have been modified as a result of this
Agreement, and those terms and provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. This Agreement may be executed in one or more counterparts, each of which shall be
an original and all of which taken together shall constitute one and the same instrument.
| THE COMPANY: | ||||
| FOUNDRY NETWORKS, INC., | ||||
| a Delaware corporation | ||||
By: |
||||
Name: |
||||
Title: |
||||
| OPTIONEE: | ||||
| [_________________] | ||||
By: |
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2
SCHEDULE I
AMENDED OPTION AND CASH BONUS
| Total | Exercise | New Exercise | ||||||||||||||||||||||
| Number of | Price Per | Price Per | ||||||||||||||||||||||
| Option | Original | Shares | Covered | Share Prior | Share | |||||||||||||||||||
| (Grant | Date | Subject to | Portion of | to | Following | |||||||||||||||||||
| Number) | of Grant | Option | Option | Amendment | Amendment | Cash Bonus | ||||||||||||||||||
Total Cash Bonus: $
