CISCO SYSTEMS, INC. STOCK OPTION ASSUMPTION AGREEMENT
Exhibit 99.3
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [Field: Full Name]:
As you know, on July 15, 2010 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired CoreOptics, Inc. (“CoreOptics”), (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco, Avatar Acquisition Corp., CoreOptics and the Stockholders’ Agent dated as of May 19, 2010, as amended (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of CoreOptics common stock granted to you under the CoreOptics, Inc. Amended and Restated Stock Incentive Plan of 2001 (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of CoreOptics under your outstanding option (or options). This Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase CoreOptics common stock granted to you under the Plan (the “ CoreOptics Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and CoreOptics (the “Option Agreement(s)”), including the necessary adjustments for assumption of the CoreOptics Option(s) that are required by the Acquisition.
The table below summarizes your CoreOptics Option(s) immediately before and after the Acquisition:
Grant Details
Employee ID | [Field: Employee ID] | |
Grant Date | [Field: Grant Date] | |
Type of Option | [Field: Grant Type] | |
Grant Number | [Field: Grant Number] | |
Cisco Number of Option Shares | [Field: Shares Granted] | |
Cisco Exercise Price Per Share | [Field: Option Price] | |
Original Number of Option Shares | [Field: Acquisition Shares] | |
Original Exercise Price Per Share | [Field: Acquisition Exercise Price] | |
Vesting Commencement Date | [Field: Vest Start Date] | |
Expiration Date | [Field: Expiration Date] |
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.0230415968 as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed CoreOptics Option(s) (i.e., the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed CoreOptics Option(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your CoreOptics Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed CoreOptics Option(s) was determined by dividing the exercise price per share of your CoreOptics Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.
Unless the context otherwise requires, any references in the Plan or the Option 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 Option Agreement(s) and the Plan relating to your status as an employee or consultant of CoreOptics will now refer to your status as an employee or consultant of Cisco or any present or future Cisco subsidiary.
The vesting commencement date, vesting schedule and expiration date of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) (in this respect, please note that any discussion of option terms (including vesting acceleration) in any employment offer letter (whether from Cisco, CoreOptics or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed CoreOptics Option(s)) but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed CoreOptics Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and, the only permissible methods to exercise your assumed CoreOptics Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s), and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed CoreOptics Option(s) may be “early exercised” (i.e., an assumed CoreOptics Option(s) may be exercised for shares of Cisco common stock only to the extent vested at the time of exercise pursuant to the applicable vesting schedule) and (ii) 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, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) for your assumed CoreOptics Option(s) to the extent vested and outstanding at the time of termination after which time your assumed CoreOptics Option(s) will expire and NOT be exercisable for Cisco common stock.
To exercise your assumed CoreOptics Option(s), you must utilize one of Cisco’s preferred brokers, the Xxxxxxx Xxxxxx Corporation (telephone number is ) or Xxxxxx Xxxxxxx Xxxxx Xxxxxx (telephone number is ).
Nothing in this Agreement or the Option 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 options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed CoreOptics Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of employment.
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 CoreOptics Option(s) will not be exercisable. If you have any questions regarding this Agreement or your assumed CoreOptics 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 CoreOptics 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 CoreOptics Option(s), the Plan and this Stock Option Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [Field: Full Name]:
As you know, on July 15, 2010 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired CoreOptics, Inc. (“CoreOptics”), (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco, Avatar Acquisition Corp., CoreOptics and the Stockholders’ Agent dated as of May 19, 2010, as amended (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of CoreOptics common stock granted to you under the CoreOptics, Inc. Amended and Restated Stock Incentive Plan of 2001 (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of CoreOptics under your outstanding option (or options). This Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase CoreOptics common stock granted to you under the Plan (the “ CoreOptics Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and CoreOptics (the “Option Agreement(s)”), including the necessary adjustments for assumption of the CoreOptics Option(s) that are required by the Acquisition.
The table below summarizes your CoreOptics Option(s) immediately before and after the Acquisition:
Grant Details
Employee ID | [Field: Employee ID] | |
Grant Date | [Field: Grant Date] | |
Type of Option | [Field: Grant Type] | |
Grant Number | [Field: Grant Number] | |
Cisco Number of Option Shares | [Field: Shares Granted] | |
Cisco Exercise Price Per Share | [Field: Option Price] | |
Original Number of Option Shares | [Field: Acquisition Shares] | |
Original Exercise Price Per Share | [Field: Acquisition Exercise Price] | |
Vesting Commencement Date | [Field: Vest Start Date] | |
Expiration Date | [Field: Expiration Date] |
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.0230415968 as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed CoreOptics Option(s) (i.e., the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed CoreOptics Option(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your CoreOptics Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed CoreOptics Option(s) was determined by dividing the exercise price per share of your CoreOptics Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.
Unless the context otherwise requires, any references in the Plan or the Option 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 Option Agreement(s) and the Plan relating to your status as an employee or consultant of CoreOptics will now refer to your status as an employee or consultant of Cisco or any present or future Cisco subsidiary.
The vesting commencement date, vesting schedule and expiration date of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) (in this respect, please note that any discussion of option terms (including vesting acceleration) in any employment offer letter (whether from Cisco, CoreOptics or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed CoreOptics Option(s)) but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed CoreOptics Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and, the only permissible methods to exercise your assumed CoreOptics Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s), and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed CoreOptics Option(s) may be “early exercised” (i.e., an assumed CoreOptics Option(s) may be exercised for shares of Cisco common stock only to the extent vested at the time of exercise pursuant to the applicable vesting schedule) and (ii) 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, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) for your assumed CoreOptics Option(s) to the extent vested and outstanding at the time of termination after which time your assumed CoreOptics Option(s) will expire and NOT be exercisable for Cisco common stock.
To exercise your assumed CoreOptics Option(s), you must utilize one of Cisco’s preferred brokers, the Xxxxxxx Xxxxxx Corporation (telephone number is ) or Xxxxxx Xxxxxxx Xxxxx Xxxxxx (telephone number is ).
Nothing in this Agreement or the Option 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 options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed CoreOptics Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of employment.
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 CoreOptics Option(s) will not be exercisable. If you have any questions regarding this Agreement or your assumed CoreOptics 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 CoreOptics 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 CoreOptics Option(s), the Plan and this Stock Option Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
UNITED KINGDOM
Dear [Field: Full Name]:
As you know, on July 15, 2010 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired CoreOptics, Inc. (“CoreOptics”), (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco, Avatar Acquisition Corp., CoreOptics and the Stockholders’ Agent dated as of May 19, 2010, as amended (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of CoreOptics common stock granted to you under the CoreOptics, Inc. Amended and Restated Stock Incentive Plan of 2001 (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of CoreOptics under your outstanding option (or options). This Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase CoreOptics’ common stock granted to you under the Plan (the “CoreOptics Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and CoreOptics (the “Option Agreement(s)”), including the necessary adjustments for assumption of the CoreOptics Option(s) that are required by the Acquisition.
The table below summarizes your CoreOptics Option(s) immediately before and after the Acquisition:
Grant Details
Employee ID | [Field: Employee ID] | |
Grant Date | [Field: Grant Date] | |
Type of Option | [Field: Grant Type] | |
Grant Number | [Field: Grant Number] | |
Cisco Number of Option Shares | [Field: Shares Granted] | |
Cisco Exercise Price Per Share | [Field: Option Price] | |
Original Number of Option Shares | [Field: Acquisition Shares] | |
Original Exercise Price Per Share | [Field: Acquisition Exercise Price] | |
Vesting Commencement Date | [Field: Vest Start Date] | |
Expiration Date | [Field: Expiration Date] |
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.0230415968, as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed CoreOptics Option(s) (i.e., the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed CoreOptics Option(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your CoreOptics Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed CoreOptics Option(s) was determined by dividing the exercise price per share of your CoreOptics Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.
Unless the context otherwise requires, any references in the Plan and the Option 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. As used in this Agreement, “Employer” means your actual employer. All references in the Option Agreement(s) and the Plan relating to your status as an employee or consultant of CoreOptics will now refer to your status as an employee or consultant of Cisco or any present or future Cisco parent, subsidiary or affiliate.
The vesting commencement date, vesting schedule and expiration date of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) (in this respect, please note that any discussion of option terms (including vesting acceleration) in any employment offer letter (whether from Cisco, CoreOptics or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed CoreOptics Option(s)) but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed CoreOptics Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and the only permissible methods to exercise your assumed CoreOptics Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed CoreOptics Option(s) may be “early exercised” (i.e., an assumed CoreOptics Option(s) may be exercised for shares of Cisco common stock only to the extent the assumed CoreOptics Option(s) is vested at the time of exercise pursuant to the applicable vesting schedule), and (ii) 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 parent, subsidiary or affiliate, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) and/or the Plan for your assumed CoreOptics Option(s) to the extent vested and outstanding at the time of termination after which time your assumed CoreOptics Option(s) will expire and NOT be exercisable for Cisco common stock. To exercise your assumed CoreOptics Option(s), you must utilize one of Cisco’s preferred brokers, the Xxxxxxx Xxxxxx Corporation (telephone number is ) or Xxxxx Xxxxxx (telephone number is ).
Nothing in this Agreement or the Option 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, whether or not in breach of local labor laws. Future options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed CoreOptics Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of active employment.
The following are additional terms and conditions of your assumed CoreOptics Options:
Tax Related Items.
Prior to exercise of the assumed CoreOptics Option(s) (or conversion/acceleration of vesting of the assumed CoreOptics Option(s) if the conversion/acceleration is a taxable event in your country), you authorize Cisco and/or your Employer, or their respective agents, at their discretion to satisfy any obligations for Option Tax Liability, including income tax, payroll tax or other tax-related withholding (“Tax-Related Items”) in relation to your assumed CoreOptics Option(s) by one or a combination of the following: (1) withholding all applicable Tax-Related Items from your wages or other cash compensation paid to you by Cisco and/or the Employer; (2) withholding from proceeds of the sale of the Shares acquired upon exercise of the CoreOptics Option(s) either through a voluntary sale (specifically including where the CoreOptics Option(s) is/are exercised in accordance with a cashless exercise program with a Cisco-designated broker) or through a mandatory sale arranged by Cisco (on your behalf, pursuant to this authorization); (3) withholding of Shares that would otherwise be issued upon exercise of the CoreOptics Option(s) or (4) requiring you to satisfy the liability for Tax-Related Items by means of any other arrangement approved by Cisco. To avoid financial accounting charges under applicable accounting guidance, Cisco 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 Cisco or the Employer any amount of Tax-Related Items that Cisco or the Employer may be required to withhold or account for as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Cisco may refuse to honor the exercise, refuse to convert your assumed CoreOptics Option(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 Cisco 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 Cisco or the Employer. You further acknowledge that Cisco 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 CoreOptics Option(s), including the grant, vesting, conversion into options over Cisco Shares or exercise of the CoreOptics Option(s), any acceleration of vesting, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the conversion of CoreOptics Option(s) into options over Cisco
Shares, any acceleration of vesting or any aspect of the CoreOptics Option(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 Cisco 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 your income tax liability is not made within 90 days of the event giving rise to such income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax liability will 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 Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), 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 in this Agreement.
Notwithstanding the foregoing, in the event that you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), you will not be eligible for such a loan to cover any income tax liability. In the event that you are a director or executive officer and such income tax liability is not collected from or paid by you by the Due Date, the amount of any uncollected income tax liability will constitute a benefit to you on which additional income tax and National Insurance contributions will be payable. You will be responsible for reporting and paying any income tax and National Insurance contributions due on this additional benefit directly to HMRC under the self-assessment regime.
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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 Cisco and its parent, subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that Cisco 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 Cisco, details of all assumed CoreOptics Option(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 Cisco 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 CoreOptics Option(s) under the Plan or with whom Shares acquired pursuant to the exercise of the assumed CoreOptics Option(s) or cash from the sale of Shares may be deposited. Furthermore, you acknowledge and understand that the transfer of such Data to Cisco 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 CoreOptics Option(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 CoreOptics Options 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 Option Agreement(s). By exercising the assumed CoreOptics Option, 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 options or any other stock awards even if CoreOptics Options have been granted repeatedly in the past. All decisions with respect to future option grants, if any, will be at the sole discretion of Cisco.
(b) The assumed CoreOptics Options and the Shares subject to the assumed CoreOptics Options 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 CoreOptics, the Employer or Cisco or its parent, subsidiaries or affiliates. The value of the assumed CoreOptics Options and the Shares subject to the CoreOptics Options are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to CoreOptics, 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 CoreOptics Options 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 the underlying Shares do not increase in value, the assumed CoreOptics Options will have no value. If you exercise the assumed CoreOptics Options and obtain Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the exercise price. You understand that neither the Employer, nor Cisco 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 CoreOptics Options.
(g) In consideration of the conversion of the assumed CoreOptics Options, no claim or entitlement to compensation or damages shall arise from forfeiture of the CoreOptics Options 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 Cisco 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) In the event of your termination of service, your right to receive additional options or to vest in the assumed CoreOptics Options will end as of the date you are longer actively providing services and will not be extended by any notice period mandated under local law (e.g., your active service period would not include any period of “garden leave” or similar period pursuant to local law); Cisco shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the assumed CoreOptics Options. (i) You agree that Cisco may require the CoreOptics Options assumed and converted hereunder to be exercised with, and the Shares held by, a broker designated by Cisco.
(j) 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.
(k) The CoreOptics Options 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.
(l) 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 CoreOptics Option(s) and/or acceleration of vesting of your assumed CoreOptics Option(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 CoreOptics Option(s), and that CoreOptics, 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 CoreOptics Option(s); (b) you received information regarding the adjustment and conversion of your CoreOptics Option(s); and (c) you acknowledge that exercise and vesting of your CoreOptics Option(s) is contingent upon compliance with applicable local laws; in particular, if allowing you to exercise or receive assumed CoreOptics Option(s) would not be compliant with applicable foreign securities laws, you will not be permitted to purchase or 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 CoreOptics Option(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 or a third party designated by Cisco.
Cisco reserves the right to impose other requirements on your participation in the Plan, on the exercise of the assumed CoreOptics Options and on any Shares acquired under the Plan, to the extent Cisco 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 or exercise of the assumed CoreOptics Options 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 CoreOptics Option(s) will not be exercisable. If you have any questions regarding this Agreement or your assumed CoreOptics 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 CoreOptics 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 CoreOptics Option(s), the Plan and this Stock Option Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus
CISCO SYSTEMS, INC.
NON-U.S. STOCK OPTION ASSUMPTION AGREEMENT
Dear [Field: Full Name]:
As you know, on July 15, 2010 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired CoreOptics, Inc. (“CoreOptics”), (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco Systems, Avatar Acquisition Corp., CoreOptics and the Stockholders’ Agent dated as of May 19, 2010, as amended (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of CoreOptics common stock granted to you under the CoreOptics, Inc. Amended and Restated Stock Incentive Plan of 2001 (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of CoreOptics under your outstanding option (or options). This Non-U.S. Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase CoreOptics common stock granted to you under the Plan (the “CoreOptics Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and CoreOptics (the “Option Agreement(s)”), including the necessary adjustments for assumption of the CoreOptics Option(s) that are required by the Acquisition.
The table below summarizes your CoreOptics Option(s) immediately before and after the Acquisition:
Grant Details
Employee ID | [Field: Employee ID] | |
Grant Date | [Field: Grant Date] | |
Type of Option | [Field: Grant Type] | |
Grant Number | [Field: Grant Number] | |
Cisco Number of Option Shares | [Field: Shares Granted] | |
Cisco Exercise Price Per Share | [Field: Option Price] | |
Original Number of Option Shares | [Field: Acquisition Shares] | |
Original Exercise Price Per Share | [Field: Acquisition Exercise Price] | |
Vesting Commencement Date | [Field: Vest Start Date] | |
Expiration Date | [Field: Expiration Date] |
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.0230415968 as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed CoreOptics Option(s) (i.e., the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed CoreOptics Option(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your CoreOptics Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed CoreOptics Option(s) was determined by dividing the exercise price per share of your CoreOptics Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.
Unless the context otherwise requires, any references in the Plan and the Option 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. As used in this Agreement, “Employer” means your actual employer. All references in the Option Agreement(s) and the Plan relating to your status as an employee or consultant of CoreOptics will now refer to your status as an employee or consultant of Cisco or any present or future Cisco parent, subsidiary or affiliate.
The vesting commencement date, vesting schedule and expiration date of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) (in this respect, please note that any discussion of option terms (including vesting acceleration) in any employment offer letter (whether from Cisco, CoreOptics or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed CoreOptics Option(s)) but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed CoreOptics Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and the only permissible methods to exercise your assumed CoreOptics Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed CoreOptics Option(s) may be “early exercised” (i.e., an assumed CoreOptics Option(s) may be exercised for shares of Cisco common stock only to the extent the assumed CoreOptics Option(s) is vested at the time of exercise pursuant to the applicable vesting schedule), and (ii) 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 parent, subsidiary or affiliate, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) and/or the Plan for your assumed CoreOptics Option(s) to the extent vested and outstanding at the time of termination after which time your assumed CoreOptics Option(s) will expire and NOT be exercisable for Cisco common stock. To exercise your assumed CoreOptics Option(s), you must utilize one of Cisco’s preferred brokers, the Xxxxxxx Xxxxxx Corporation (telephone number is ) or Xxxxxx Xxxxxxx Xxxxx Xxxxxx (telephone number is ).
Nothing in this Agreement or the Option 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, whether or not in breach of local labor laws. Future options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed CoreOptics Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of active employment.
The following are additional terms and conditions of your assumed CoreOptics Options:
Tax Related Items.
Prior to exercise of the assumed CoreOptics Option(s) (or conversion/acceleration of vesting of the assumed CoreOptics Option(s) if the conversion/acceleration is a taxable event in your country), you authorize Cisco and/or your Employer, or their respective agents, at their discretion to satisfy any obligations for Option Tax Liability, including income tax, payroll tax or other tax-related withholding (“Tax-Related Items”) in relation to your assumed CoreOptics Option(s) by one or a combination of the following: (1) withholding all applicable Tax-Related Items from your wages or other cash compensation paid to you by Cisco and/or the Employer; (2) withholding from proceeds of the sale of the Shares acquired upon exercise of the CoreOptics Option(s) either through a voluntary sale (specifically including where the CoreOptics Option(s) is/are exercised in accordance with a cashless exercise program with a Cisco-designated broker) or through a mandatory sale arranged by Cisco (on your behalf, pursuant to this authorization); (3) withholding of Shares that would otherwise be issued upon exercise of the CoreOptics Option(s) or (4) requiring you to satisfy the liability for Tax-Related Items by means of any other arrangement approved by Cisco. To avoid financial accounting charges under applicable accounting guidance, Cisco 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 Cisco or the Employer any amount of Tax-Related Items that Cisco or the Employer may be required to withhold or account for as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Cisco may refuse to honor the exercise, refuse to convert your assumed CoreOptics Option(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 Cisco 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 Cisco or the Employer. You further acknowledge that Cisco 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 CoreOptics Option(s), including the grant, vesting, conversion into options over Cisco Shares or exercise of the CoreOptics Option(s), any acceleration of vesting, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the conversion of CoreOptics Option(s) into options over Cisco
Shares, any acceleration of vesting or any aspect of the CoreOptics Option(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 Cisco 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.
*****
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 Cisco and its parent, subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that Cisco 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 Cisco, details of all assumed CoreOptics Option(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 Cisco 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 CoreOptics Option(s) under the Plan or with whom Shares acquired pursuant to the exercise of the assumed CoreOptics Option(s) or cash from the sale of Shares may be deposited. Furthermore, you acknowledge and understand that the transfer of such Data to Cisco 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 CoreOptics Option(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.
*****
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 CoreOptics Options 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 Option Agreement(s). By exercising the assumed CoreOptics Option, 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 options or any other stock awards even if CoreOptics Options have been granted repeatedly in the past. All decisions with respect to future option grants, if any, will be at the sole discretion of Cisco.
(b) The assumed CoreOptics Options and the Shares subject to the assumed CoreOptics Options 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 CoreOptics, the Employer or Cisco or its parent, subsidiaries or affiliates. The value of the assumed CoreOptics Options and the Shares subject to the CoreOptics Options are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to CoreOptics, 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 CoreOptics Options 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 the underlying Shares do not increase in value, the assumed CoreOptics Options will have no value. If you exercise the assumed CoreOptics Options and obtain Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the exercise price. You understand that neither the Employer, nor Cisco 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 CoreOptics Options.
(g) In consideration of the conversion of the assumed CoreOptics Options, no claim or entitlement to compensation or damages shall arise from forfeiture of the CoreOptics Options 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 Cisco 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) In the event of your termination of service, your right to receive additional options or to vest in the assumed CoreOptics Options will end as of the date you are longer actively providing services and will not be extended by any notice period mandated under local law (e.g., your active service period would not include any period of “garden leave” or similar period pursuant to local law); Cisco shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the assumed CoreOptics Options.
(i) You agree that Cisco may require the CoreOptics Options assumed and converted hereunder to be exercised with, and the Shares held by, a broker designated by Cisco.
(j) 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.
(k) The CoreOptics Options 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.
(l) 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 CoreOptics Option(s) and/or acceleration of vesting of your assumed CoreOptics Option(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 CoreOptics Option(s), and that CoreOptics, 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 CoreOptics Option(s); (b) you received information regarding the adjustment and conversion of your CoreOptics Option(s); and (c) you acknowledge that exercise and vesting of your CoreOptics Option(s) is contingent upon compliance with applicable local laws; in particular, if allowing you to exercise or receive assumed CoreOptics Option(s) would not be compliant with applicable foreign securities laws, you will not be permitted to purchase or 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 CoreOptics Option(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 or a third party designated by Cisco.
Cisco reserves the right to impose other requirements on your participation in the Plan, on the exercise of the assumed CoreOptics Options and on any Shares acquired under the Plan, to the extent Cisco 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 or exercise of the assumed CoreOptics Options 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 CoreOptics Option(s) will not be exercisable. If you have any questions regarding this Agreement or your assumed CoreOptics 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 CoreOptics 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 CoreOptics Option(s), the Plan and this Non-U.S. Stock Option Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
(For 409A Exercise Schedule)
Dear [Field: Full Name]:
As you know, on July 15, 2010 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired CoreOptics, Inc. (“CoreOptics”), (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco, Avatar Acquisition Corp., CoreOptics and the Stockholders’ Agent dated as of May 19, 2010, as amended (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of CoreOptics common stock granted to you under the CoreOptics, Inc. Amended and Restated Stock Incentive Plan of 2001 (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of CoreOptics under your outstanding option (or options). This Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase CoreOptics common stock granted to you under the Plan (the “CoreOptics Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and CoreOptics (the “Option Agreement(s)”), including the necessary adjustments for assumption of the CoreOptics Option(s) that are required by the Acquisition.
The table below summarizes your CoreOptics Option(s) immediately before and after the Acquisition:
Grant Details
Employee ID | [Field: Employee ID] | |
Grant Date | [Field: Grant Date] | |
Type of Option | [Field: Grant Type] | |
Grant Number | [Field: Grant Number] | |
Cisco Number of Option Shares | [Field: Shares Granted] | |
Cisco Exercise Price Per Share | [Field: Option Price] | |
Original Number of Option Shares | [Field: Acquisition Shares] | |
Original Exercise Price Per Share | [Field: Acquisition Exercise Price] | |
Vesting Commencement Date | [Field: Vest Start Date] | |
Expiration Date | December 31st (or last preceding business day) of each year for all shares that vested during the calendar year ending on such day. |
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.0230415968 as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed CoreOptics Option(s) (i.e., the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. The number of shares of Cisco
common stock subject to your assumed CoreOptics Option(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your CoreOptics Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed CoreOptics Option(s) was determined by dividing the exercise price per share of your CoreOptics Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.
Unless the context otherwise requires, any references in the Plan and the Option 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 Option Agreement(s) and the Plan relating to your status as an employee or consultant of CoreOptics 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 CoreOptics Option(s) remain the same as set forth in the Option Agreement(s) (in this respect, please note that any discussion of option terms (including vesting acceleration) in any employment offer letter (whether from Cisco, CoreOptics or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed CoreOptics Option(s)) but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed CoreOptics Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and, the only permissible methods to exercise your assumed CoreOptics Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed CoreOptics Option(s) remain the same as set forth in the Option Agreement(s), and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed CoreOptics Option(s) may be “early exercised” (i.e., an assumed CoreOptics Option(s) may be exercised for shares of Cisco common stock only to the extent vested at the time of exercise pursuant to the applicable vesting schedule) and (ii) 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, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) for your assumed CoreOptics Option(s) to the extent vested and outstanding at the time of termination after which time your assumed CoreOptics Option(s) will expire and NOT be exercisable for Cisco common stock.
Please note that you and CoreOptics amended your Option Agreement(s) prior the Closing Date to provide for a “fixed exercise” schedule. You must exercise all of the shares subject to CoreOptics Option(s) that vest and become exercisable during a calendar year (these are referred to as the “exercisable portion”) by no later than December 31st of such calendar year. If you do not do so, you shall automatically forfeit such shares.
As an administrative matter, the exercisable portion of these assumed CoreOptics Option(s) may only be exercised until the close of The NASDAQ Global Select Market on December 31st of each calendar year, or any earlier termination date of the Option term under your Option Agreement(s), or if such date is not a trading day on the The NASDAQ Global Select Market, the last trading day before such date. Any later attempt to exercise this Option will not be honored. For example, if December 31st falls on a Sunday, you must exercise the exercisable portion of the assumed CoreOptics Option(s) by 4 pm Eastern Daylight Time on the immediately preceding business day, which would be Friday, December 29th.
To exercise your assumed CoreOptics Option(s), you must utilize one of Cisco’s preferred brokers, the Xxxxxxx Xxxxxx Corporation (telephone number is ) or Xxxxxx Xxxxxxx Xxxxx Xxxxxx (telephone number is ).
Nothing in this Agreement or the Option 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 options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed CoreOptics Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of employment.
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 CoreOptics Option(s) will not be exercisable. If you have any questions regarding this Agreement or your assumed CoreOptics 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 CoreOptics 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 CoreOptics Option(s), the Plan and this Stock Option Assumption Agreement.
ATTACHMENTS
Exhibit A - Form S-8 Prospectus