CISCO SYSTEMS, INC. RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT
Exhibit 99.4
CISCO SYSTEMS, INC.
RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT
Dear [Field: Full Name]:
As you know, on May 20, 2009 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired Pure Digital Technologies, Inc., (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco Systems, Inc., Python Acquisition Corp., Pure Digital Technologies, Inc., and the Shareholders’ Agent dated as of March 18, 2009 (the “Merger Agreement”). On the Closing Date you held one or more outstanding restricted stock unit awards to acquire shares of Pure Digital Technologies, Inc., common stock granted to you under the 2009 Equity Incentive Plan of Pure Digital Technologies, Inc. (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of Pure Digital Technologies, Inc., under your outstanding restricted stock unit award (or restricted stock unit awards). This Restricted Stock Unit Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of a restricted stock unit award (or restricted stock unit awards) to acquire Pure Digital Technologies, Inc. common stock granted to you under the Plan (the “Pure Digital Technologies, Inc. RSU(s)”), and documented by a restricted stock unit agreement (or restricted stock unit agreements) and any amendment(s) and/or restricted stock unit assumption agreements entered into by and between you and Pure Digital Technologies, Inc., (the “RSU Agreement(s)”), including the necessary adjustments for assumption of the Pure Digital Technologies, Inc. RSU(s) that are required by the Acquisition.
The table below summarizes your Pure Digital Technologies, Inc. RSU(s) immediately before and after the Acquisition:
| Employee ID | [Field: Employee ID] | |||
| Grant Date | [Field: Grant Date] | |||
| Type of Award | [Field: Grant Type] | |||
| Cisco Number of Shares | [Field: Shares Granted] | |||
| Original Number of Shares | [Field: Acquisition Shares] | |||
| Vesting Commencement Date | [Field: Vest Start Date] | |||
The post-Acquisition adjustments are based on the Exchange Ratio of 0.4051003860 as determined in accordance with the terms of the Merger Agreement, and are intended to preserve immediately after the Acquisition the aggregate fair market value of the underlying shares
immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed Pure Digital Technologies, Inc. RSU(s) was determined by multiplying the Exchange Ratio by the number of shares remaining subject to your Pure Digital Technologies, Inc. RSU(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock.
Unless the context otherwise requires, any references in either of the Plan and the RSU Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii) the “Board of Directors” or the “Board” means the Board of Directors of Cisco and (iv) the “Committee” means the Compensation and Management Development Committee of the Board of Directors of Cisco. All references in the RSU Agreement(s) and the Plan relating to your status as an employee or consultant of Pure Digital Technologies, Inc., will now refer to your status as an employee of Cisco or any present or future Cisco subsidiary.
The vesting commencement date, vesting schedule and expiration date of your assumed Pure Digital Technologies, Inc. RSU(s) remain the same as set forth in the RSU Agreement(s) (in this respect, please note that any discussion of terms (including vesting acceleration) in any employment offer letter (whether from Cisco, Pure Digital Technologies, Inc., or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed Pure Digital Technologies, Inc. RSU(s)) but with the number of shares subject to each vesting installment adjusted to reflect the effect of the Acquisition. Vesting of your assumed Pure Digital Technologies, Inc. RSU(s) will be suspended during all leaves of absence in accordance with Cisco’s policies. All other provisions which govern either the settlement or the termination of your assumed Pure Digital Technologies, Inc. RSU(s) remain the same as set forth in the RSU Agreement(s), and the provisions of the RSU Agreement(s) will govern and control your rights under this Agreement to acquire shares of Cisco common stock, except as expressly modified by this Agreement, the Merger Agreement or otherwise in connection with the Acquisition. Upon termination of your employment with Cisco, or any present or future Cisco subsidiary, your assumed Pure Digital Technologies, Inc. RSU(s) will immediately expire.
Nothing in this Agreement or the RSU Agreement(s) interferes in any way with your right and your employer’s right, which rights are expressly reserved, to terminate your employment at any time for any reason. Future stock awards, if any, that you may receive from Cisco will be governed by the terms of the Cisco plan under which such stock awards are granted, and such terms may be different from the terms of your assumed Pure Digital Technologies, Inc. RSU(s).
Until Cisco’s Stock Administration Department is in receipt of your understanding and acceptance of this Agreement (which can be accomplished electronically by following the instructions under the heading of Acknowledgment below) your Cisco account will not be activated and your assumed Pure Digital Technologies, Inc. RSU(s) will not be released. If you have any questions regarding this Agreement or your assumed Pure Digital Technologies, Inc. RSU(s), please contact _____________ at _________________.
| CISCO SYSTEMS, INC. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| Corporate Secretary | ||
ACKNOWLEDGMENT
[Field: Full Name] acknowledges that clicking on the I Agree button constitutes acceptance and agreement to be bound by the terms of this Agreement, as well as understanding and agreement that all rights and liabilities with respect to the assumed Pure Digital Technologies, Inc. RSU(s) listed on the table above are hereby assumed by Cisco and are as set forth in the RSU Agreement(s) for such assumed Pure Digital Technologies, Inc. RSU(s), the Plan (as applicable) and this Restricted Stock Unit Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus
CISCO SYSTEMS, INC.
STOCK UNITS ASSUMPTION AGREEMENT
PURE DIGITAL TECHNOLOGIES, INC.
UNITED KINGDOM
Dear [Field: Full Name]:
As you know, on May 20, 2009 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired Pure Digital Technologies, Inc. (“Pure Digital”) (the “Acquisition”) pursuant to the Agreement and Plan of Reorganization by and among Cisco Systems, Inc. and Pure Digital dated as of March 18, 2009 (the “Merger Agreement”). On the Closing Date you held one or more outstanding awards of restricted stock units (“Restricted Stock Units”) to acquire Shares of Pure Digital common stock granted to you under the Pure Digital Technologies, Inc. 2009 Equity Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of Pure Digital under your outstanding Restricted Stock Units. This Restricted Stock Units Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of a Restricted Stock Unit (or Restricted Stock Units) to acquire Pure Digital common stock granted to you under the Plan (the “Pure Digital Restricted Stock Unit(s)”), and documented by a notice of grant and/or a Restricted Stock Units Agreement (or “Restricted Stock Unit Agreements”) and any amendment(s), including the necessary adjustments for assumption of the Pure Digital Restricted Stock Unit(s) that are required by the Acquisition.
The table below summarizes your Pure Digital Restricted Stock Units(s) immediately before and after the Acquisition:
| Employee ID | [Field: Employee ID] | |||
| Grant Date | [Field: Grant Date] | |||
| Type of Award | [Field: Grant Type] | |||
| Cisco Number of Shares | [Field: Shares Granted] | |||
| Original Number of Shares | [Field: Acquisition Shares] | |||
| Vesting Commencement Date | [Field: Vest Start Date] | |||
The post-Acquisition adjustments are based on the Restricted Stock Unit Exchange Ratio of 0.4051003860, as determined in accordance with the terms of the Merger Agreement, and are intended to preserve immediately after the Acquisition the aggregate fair market value of the underlying shares immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed Pure Digital Restricted Stock Unit(s) was determined by multiplying the Restricted Stock Unit Exchange Ratio by the number of Shares remaining subject to your Pure Digital Restricted Stock Unit(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock.
Unless the context otherwise requires, any references in either the Plan and the Restricted Stock Unit(s) Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii) the “Board of Directors” or the “Board” means the Board of Directors of Cisco and (iv) the “Committee” means the Compensation and Management Development Committee of the Board of Directors of Cisco. References in this Agreement to “Employer” mean your actual employer. All references in the Restricted Stock Units Agreement(s) and the Plan relating to your status as an employee or consultant of Pure Digital or a subsidiary or affiliate will now refer to your status as an employee of Cisco or any present or future Cisco parent, subsidiary or affiliate.
The vesting commencement date, vesting schedule and expiration date of your assumed Pure Digital Restricted Stock Unit(s) remain the same as set forth in the Restricted Stock Units Agreement(s), (in this respect, please note that any discussion of terms (including vesting acceleration) in any employment offer letter (whether from Cisco, Pure Digital, or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed Pure Digital Restricted Stock Unit(s)) but with the number of shares subject to each vesting installment adjusted to reflect the effect of the Acquisition. Vesting of your assumed Pure Digital Restricted Stock Unit(s) will be suspended during all leaves of absence in accordance with Cisco’s policies. All other provisions which govern either the settlement or the termination of your assumed Pure Digital Restricted Stock Unit(s) remain the same as set forth in the Restricted Stock Unit Agreement(s), and the provisions of the Restricted Stock Unit Agreement(s) will govern and control your rights under this Agreement to acquire shares of Cisco common stock, except as expressly modified by this Agreement, the Merger Agreement or otherwise in connection with the Acquisition.
Upon termination of your active employment with Cisco or any present or future Cisco subsidiary, all unvested Restricted Stock Units shall be immediately forfeited without consideration.
Nothing in this Agreement or the Restricted Stock Unit(s) Agreement(s) interferes in any way with your right and the right of Cisco or its parent, subsidiary or affiliate, which rights are expressly reserved, to terminate your employment at any time for any reason and whether or not in breach of local labor laws. Future stock units, if any, you may receive from Cisco will be governed by the terms of the Cisco plan under which such stock units are granted, and such terms may be different from the terms of your assumed Pure Digital Restricted Stock Unit(s), including, but not limited to, the vesting schedule.
The following are additional terms and conditions of your Restricted Stock Units:
Restricted Stock Units shall be automatically settled in Shares upon vesting of such Restricted Stock Units, provided that the Company shall have no obligation to issue Shares pursuant to this Agreement unless and until you have satisfied any applicable “Tax-Related Items,” as described below, and such issuance otherwise complies with all applicable law.
Tax Related Items.
Prior to vesting of the assumed Pure Digital Restricted Stock Unit(s) (or adjustment and conversion of the assumed Pure Digital Restricted Stock Unit(s) if the adjustment and conversion is a taxable event in your country), you authorize the Company and/or your Employer, or their respective agents, at their discretion to satisfy any obligations for income tax, Primary and
Secondary Class I National Insurance Contributions and, payroll tax or other tax-related withholding (“Tax-Related Items”) in relation to your assumed Pure Digital Restricted Stock Unit(s) by one or a combination of the following: (1) by withholding all applicable Tax-Related Items from your wages or other cash compensation paid to you by the Company and/or the Employer; (2) withholding from proceeds of the sale of the Shares issued upon settlement of the Pure Digital Restricted Stock Unit(s) either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf, pursuant to this authorization); (3) withholding of Shares that would otherwise be issued upon vesting of the Pure Digital Restricted Stock Unit(s) or (4) requiring you to satisfy the liability for Tax-Related Items by means of any other arrangement approved by the Company. If the obligation for Tax-Related Items is satisfied by withholding of Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. To avoid financial accounting charges under applicable accounting guidance, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or may take any other action required to avoid financial accounting charges under applicable accounting guidance. Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan or your acquisition of Shares that cannot be satisfied by the means previously described. The Company may refuse to convert your assumed Pure Digital Restricted Stock Unit(s) and/or refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Paragraph.
Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Pure Digital Restricted Stock Unit(s), including the grant, vesting, conversion into Restricted Stock Units over Cisco Shares, any acceleration of vesting, the subsequent sale of Shares acquired at vesting and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the conversion of Pure Digital Restricted Stock Unit(s) into Restricted Stock Units over Cisco Shares, any acceleration of vesting or any aspect of the Pure Digital Restricted Stock Unit(s) to reduce or eliminate your liability for Tax-Related Items or achieve a particular tax result. Further, if you become subject to taxation in more than one jurisdiction between the grant date and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000, the amount of any uncollected Tax-Related Items shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current Her Majesty’s Revenue and Customs (“HMRC”) official rate, it will be immediately due and repayable, and Cisco or the Employer may recover it at any time thereafter by any of the means referred to above in this Agreement. You also authorize Cisco to withhold the transfer of any Shares unless and until the loan is repaid in full.
Notwithstanding the foregoing, if you are an executive officer or director (as those titles are used for purposes of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and Tax-Related Items are not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to you on which additional income tax and National Insurance Contributions may be payable. You acknowledge that the Company or the Employer may recover any such additional income tax and National Insurance Contributions at any time thereafter by any of the means referred to above.
You agree to accept liability for any Secondary Class I National Insurance Contributions which may be payable by Cisco or the Employer in connection with the assumed Pure Digital Restricted Stock Units. Without prejudice to the foregoing, you expressly agree to the terms of the joint election set forth in this section between you and Cisco (the “Election”), the form of such Election being formally approved by HMRC. You agree to enter into such further joint elections as may be required between you and any successor to Cisco. If you do not accept this Agreement, including the Election, prior to the vesting date, or if the Election is revoked at any time by HMRC, the assumed Pure Digital Restricted Stock Units shall become null and void without any liability to Cisco and/or the Employer and shall lapse with immediate effect.
This Election is between you, the holder of outstanding Pure Digital Restricted Stock Unit(s), and Cisco (of 000 Xxxx Xxxxxx Xx., Xxx Xxxx, Xxxxxxxxxx, XXX 95134), which is entering into this Form of Election on behalf of the Employer.
This Election relates to Employer NICs which may arise on (i) the acquisition of securities pursuant to the vesting of the assumed Pure Digital Restricted Stock Unit(s) (within section 477(3)(a) of the Income Tax (Earnings and Pensions) Xxx 0000 (“ITEPA”)); and/or (ii) the assignment or release of the assumed Pure Digital Restricted Stock Unit(s) in return for consideration (within section 477(3)(b) of ITEPA); and/or (iii) the receipt of any other benefit in money or money’s worth in connection with the assumed Pure Digital Restricted Stock Unit(s) (within section 477(3)(c) of ITEPA); and/or (iv) post-acquisition events in connection with the assumed Pure Digital Restricted Stock Unit(s) or the securities acquired pursuant to the assumed Pure Digital Restricted Stock Unit(s) (within section 427 of ITEPA); and/or (v) post-acquisition events in connection with the assumed Pure Digital Restricted Stock Unit(s) or the securities acquired pursuant to the assumed Pure Digital Restricted Stock Unit(s) (within section 439 of ITEPA), (each, a “Taxable Event”) pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the Social Security Contributions and Benefits Xxx 0000 (“SSCBA”).
This Election is made in accordance with paragraph 3B(1) of Schedule 1 to SSCBA. This Election applies to all assumed Pure Digital Restricted Stock Units that have been granted to you under the Plans and in accordance with this Agreement. For the avoidance of doubt, this Election does not apply to employment income arising by virtue of Chapter 3A of Part VII of ITEPA. This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Xxx 0000.
You and Cisco jointly elect that the entire liability of the Employer to pay Employer NICs on the Taxable Event is hereby transferred to you. You understand that by signing below or clicking on the ‘I accept box’ to accept this Agreement, including this Election, you will become personally liable for the Employer NICs covered by this Election.
You and Cisco acknowledge that the Employer is under a duty to remit the Employer NICs to the HMRC on your behalf within 14 days after the end of the U.K. tax month during which the Taxable Event occurs, or such other period of time, as prescribed. You agree to pay to Cisco and/or your Employer the Employer NICs on demand, at any time on or after the Taxable Event and you hereby authorize Cisco and/or the Employer to account for the Employer NICs to HMRC.
Without limitation to the preceding paragraph, you hereby authorize Cisco and/or the Employer to collect the Employer NICs from you at any time on or after the Taxable Event by any of the means set forth in this Agreement. Cisco reserves for itself and the Employer the right to withhold the transfer of any Shares to you until full payment of the Employer NICs is received.
You and Cisco agree to be bound by the terms of this Election regardless of whether you are transferred abroad or are not employed by the Employer on the date on which the Employer NICs becomes due. This Election will continue in effect until the earliest of the following: (i) you and Cisco both agree in writing that it should cease to have effect; (ii) the date Cisco serves written notice on you terminating its effect; (iii) the date the HMRC withdraws approval of this Election; or (iv) on the date this Election ceases to have effect in accordance with its terms in respect of any outstanding assumed Pure Digital Restricted Stock Unit(s) granted under the Plans. This Election will continue in force regardless of whether you cease to provide services to the Employer.
The employing companies to which this Election currently relates are:
| Name |
Address |
|||
| Fibercore Limited | Fibercore House University Parkway Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxx XX00 0XX |
|||
| Cisco Systems Limited | Xxxxxxxxx Xxxxx 00 Xxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx X0 0XX |
|||
| Scientific-Atlanta
Western Europe Limited |
00 Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX00 0XX |
|||
| Cisco Systems (Scotland)
Limited |
MD Secretaries Limited Princes Exchange 0 Xxxx Xxxx Xxxxxx Xxxxxxxxx XX0 0XX |
|||
| Cisco International Limited | 0 Xxxxxxxxx Xxxxxx Xxxxxxx CF 10 SBT |
|||
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Data Privacy.
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal information as described in this Agreement by and among, as applicable, the Employer, and the Company and its parent, subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number (or other social or national identification number), salary, nationality, job title, residency status, any Shares or directorships held in the Company, details of all assumed Pure Digital Restricted Stock Unit(s) or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding (“Data”), for the purpose of implementing, administering and managing your participation in the Plan. You understand that Data may be transferred to the Company or any of its parent, subsidiaries or affiliates, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, including outside the European Economic Area, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of the assumed Pure Digital Restricted Stock Unit(s) under the Plan or with whom Shares acquired pursuant to the vesting of the assumed Pure Digital Restricted Stock Unit(s) or cash from the sale of Shares may be deposited. Furthermore, you acknowledge and understand that the transfer of such Data to the Company or any of its parent, subsidiaries or affiliates, or any third parties is necessary for your participation in the Plan.
You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative. You further acknowledge that withdrawal of consent may affect your ability to realize benefits from the assumed Pure Digital Restricted Stock Unit(s) and your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
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No Entitlement or Claims for Compensation.
By accepting this Agreement, you hereby acknowledge and agree as follows:
(a) Your rights, if any, in respect of or in connection with the assumed Pure Digital Restricted Stock Units or any other stock award are derived solely from the discretionary decision of Cisco to permit you to benefit from a discretionary award. The Plan may be amended, suspended or
terminated by Cisco at any time, unless otherwise provided in the Plan and this Agreement or the Restricted Stock Unit Agreement(s). By accepting Shares subject to the Pure Digital Restricted Stock Units, you expressly acknowledge that there is no obligation on the part of Cisco to continue the Plan and/or grant any additional stock awards or benefits in lieu of stock units or any other stock awards even if Pure Digital Restricted Stock Units have been granted repeatedly in the past. All decisions with respect to future stock awards, if any, will be at the sole discretion of Cisco.
(b) The assumed Pure Digital Restricted Stock Units and the Shares subject to the assumed Pure Digital Restricted Stock Units are not intended to replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other remuneration for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for Pure Digital, the Employer or Cisco or its parent, subsidiaries or affiliates. The value of the assumed Pure Digital Restricted Stock Units and the Shares subject to the Pure Digital Restricted Stock Units are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to Pure Digital, the Employer or Cisco or its parent, subsidiaries or affiliates and which are outside the scope of your written employment agreement (if any).
(c) You acknowledge that you are voluntarily participating in the Plan.
(d) Neither the Plan nor the assumed Pure Digital Restricted Stock Units or any other stock award granted under the Plan shall be deemed to give you a right to remain an employee, consultant or director of Cisco, its parent, subsidiaries or affiliates. The Employer reserves the right to terminate your service at any time, with or without cause, and for any reason, subject to applicable laws, Cisco’s Articles of Incorporation and Bylaws and a written employment agreement (if any).
(e) Your participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer or Cisco or its parent, subsidiaries or affiliates.
(f) The future value of the underlying Shares is unknown and cannot be predicted with certainty. If you vest in the assumed Pure Digital Restricted Stock Units and obtain Shares, the value of the Shares acquired upon issuance may increase or decrease in value. You understand that neither the Employer, nor the Company or its parent, subsidiaries or affiliates is responsible for any foreign exchange fluctuation between the Employer’s local currency and the United States Dollar that may affect the value of the assumed Pure Digital Restricted Stock Units.
(g) In consideration of the conversion of the assumed Pure Digital Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Pure Digital Restricted Stock Units resulting from termination of your service by Cisco or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim.
(h) You agree that Cisco may require the Shares issued upon vesting of the Pure Digital Restricted Stock Units assumed and converted hereunder to be held by a broker designated by the Company.
(i) You agree that your rights to acquire Shares or proceeds from the sale of Shares hereunder (if any) shall be subject to set-off by Cisco for any valid debts that you owe to Cisco.
(j) The Pure Digital Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
(k) Cisco and the Employer are not providing any tax, legal or financial advice, nor are Cisco and the Employer making any recommendations regarding your participation in the Plan, or your acquisition or sale of Cisco Shares; you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
You hereby acknowledge and agree as follows: (a) the conversion and adjustment of your assumed Pure Digital Restricted Stock Unit(s) to awards over Cisco Shares may have adverse tax and social insurance contribution consequences, including but not limited to any loss of tax and social insurance qualified status and the inability to obtain a tax or social insurance refund for taxes or contributions already paid on such assumed Pure Digital Restricted Stock Unit(s), and that Pure Digital, Cisco and your Employer do not take any responsibility or liability with respect to the loss of tax and social insurance qualified status of your assumed Pure Digital Restricted Stock Unit(s); (b) you received information regarding the adjustment and conversion of your Pure Digital Restricted Stock Unit(s); and (c) you acknowledge that vesting and settlement of your Pure Digital Restricted Stock Unit(s) and the issuance of Shares is contingent upon compliance with applicable local laws; in particular, if allowing you to vest in or receive assumed Pure Digital Restricted Stock Unit(s) or the Shares subject to the Pure Digital Stock Units would not be compliant with applicable foreign securities laws, you will not be permitted to receive Shares under this Agreement.
You acknowledge that if you have received this Agreement or any other documents related to the Plan translated into a language other than English, and if the meaning of the translated version is different from the English version, the English version will take precedence. Cisco may, in its sole discretion, decide to deliver any documents related to the assumed Pure Digital Restricted Stock Unit(s) and this Agreement by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by Cisco, the Xxxxxxx Xxxxxx Corporation or other third party designated by Cisco.
You further agree to enter into the Election. Under the terms of the Election, you agree to continue to be liable for any Employer NICs that may arise in connection with the assumed Pure Digital Restricted Stock Units and authorize Cisco and/or the Employer to recover an amount sufficient to cover this liability by such methods including, but not limited to, deductions from salary or other payments due, or the sale of sufficient Shares acquired pursuant to the assumed Pure Digital Restricted Stock Units.
Cisco reserves the right to impose other requirements on your participation in the Plan and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. You agree to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, you acknowledge that the laws of the country in which you are working at the time of vesting of the assumed Pure Digital Restricted Stock Units or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject you to additional procedural or regulatory requirements that you are and will be solely responsible for and must fulfill.
Until Cisco’s Stock Administration Department is in receipt of your understanding and acceptance of this Agreement (which can be accomplished electronically by following the instructions under the heading of Acknowledgment below) your Cisco account will not be activated and your assumed Pure Digital Technologies, Inc. Option(s) will not be exercisable. If you have any questions regarding this Agreement or your assumed Pure Digital Technologies, Inc. Option(s), please contact ____________ at ____________________.
| CISCO SYSTEMS, INC. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx Corporate Secretary | ||
ACKNOWLEDGMENT
[Field: Full Name] acknowledges that clicking on the I Agree button constitutes acceptance and agreement to be bound by the terms of this Agreement, as well as understanding and agreement that all rights and liabilities with respect to the assumed Pure Digital Technologies, Inc. Option(s) listed on the table above are hereby assumed by Cisco and are as set forth in the Option Agreement(s) for such assumed Pure Digital Technologies, Inc. Option(s), the Plan and this Stock Option Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus
