EXHIBIT 4.6
Form of Stock Option Assumption Agreement used in connection
with the NetVantage, Inc. Equity Incentive Plan, NetVantage, Inc. 1996 Incentive
Stock Plan, NetVantage, Inc. 1994 Incentive and Nonstatutory Stock Option Plan,
and NetVantage, Inc. 1992 Incentive and Nonstatutory Stock Option Plan
NETVANTAGE, INC. EQUITY INCENTIVE PLAN
NETVANTAGE, INC. 1996 INCENTIVE STOCK PLAN
NETVANTAGE, INC. 1994 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
NETVANTAGE, INC. 1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
CABLETRON SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
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OPTIONEE:
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 25th day of September,
1998 by Cabletron Systems, Inc., a Delaware corporation ("Cabletron").
WHEREAS, _____________ ("Optionee") holds one or more outstanding options
to purchase shares of the common stock of NetVantage, Inc., a Delaware
corporation ("NetVantage"), which were granted to Optionee under the NetVantage,
Inc. Equity Incentive Plan, NetVantage, Inc. 1996 Incentive Stock Plan,
NetVantage, Inc. 1994 Incentive and Nonstatutory Stock Option Plan and/or
NetVantage, Inc. 1992 Incentive and Nonstatutory Stock Option Plan (the "Plans")
and are evidenced by a Plan agreement (the "Option Agreement") between
NetVantage and Optionee.
WHEREAS, NetVantage has this day been acquired by Cabletron through merger
of a wholly-owned Cabletron subsidiary, Tempest Acquisition, Inc. ("Acquisition
Corporation"), with and into NetVantage (the "Merger") pursuant to the Agreement
and Plan of Merger dated as of June 22, 1998 by and among Cabletron, NetVantage
and Acquisition Corporation (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cabletron to assume
all obligations of NetVantage under all options outstanding under the Plans at
the consummation of the Merger and to issue to the holder of each outstanding
option a notice setting forth such holder's rights after consummation of the
Merger.
WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange
ratio (the "Exchange Ratio") in effect for the Merger is 8/13 of a share of
Cabletron common stock ("Cabletron Stock") for each share of Class A Common
Stock of NetVantage, together with the rights attached thereto, each share of
Class B Common Stock of NetVantage, and each ten
shares of Class E Common Stock of NetVantage (collectively, the "NetVantage
Common Stock").
WHEREAS, this Agreement is to become effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options under the Plans which have become
necessary by reason of the assumption of those options by Cabletron in
connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of NetVantage Common Stock subject to the stock
options held by Optionee under the Plans immediately prior to the Effective Time
(the "NetVantage Options") and the exercise price payable per share are set
forth in Exhibit A hereto. Cabletron hereby assumes, as of the Effective Time,
all the duties and obligations of NetVantage under each of the NetVantage
Options. In connection with such assumption, the number of shares of Cabletron
Stock purchasable under each NetVantage Option hereby assumed and the exercise
price payable thereunder have been adjusted to reflect the Exchange Ratio at
which shares of NetVantage Common Stock were converted into shares of Cabletron
Stock by virtue of the Merger. Accordingly, the number of shares of Cabletron
Stock subject to each NetVantage Option hereby assumed, and the adjusted
exercise price payable per share of Cabletron Stock under the assumed NetVantage
Option, shall be as indicated for that option in attached Exhibit B.
2. The intent of the foregoing adjustments to each assumed NetVantage
Option is to assure that the spread between the aggregate fair market value of
the shares of Cabletron Stock purchasable under that option and the aggregate
exercise price as adjusted hereunder will equal, immediately after the
consummation of the Merger, the spread which existed, immediately prior to the
Merger, between the then aggregate fair market value of the NetVantage Common
Stock subject to the NetVantage Option and the aggregate exercise price in
effect at such time under the Option Agreement. Such adjustments are also
designed to preserve, on a per share basis immediately after the Merger, the
same ratio of exercise price per option share to fair market value per share
which existed under the NetVantage Option immediately prior to the Merger.
3. The following provisions shall govern each NetVantage Option hereby
assumed by Cabletron:
- Unless the context otherwise requires, all references to the "Company"
in each Option Agreement and in the Plans (as incorporated into such Option
Agreement) shall mean Cabletron, all references to the NetVantage Common Stock
shall mean shares of Cabletron Stock, and all references to the "Committee"
shall mean the Incentive Compensation Committee of the Board of Directors of
Cabletron.
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- The grant date and the expiration date of each assumed NetVantage Option
and all other provisions which govern either the exercisability or the
termination of the assumed NetVantage Option shall remain the same as set forth
in the Option Agreement applicable to that option and shall accordingly govern
and control Optionee's rights under this Agreement to purchase Cabletron Stock.
- Each assumed NetVantage Option shall remain exercisable in accordance
with the same installment exercise schedule in effect under the applicable
Option Agreement immediately prior to the Effective Time, with the number of
shares of Cabletron Stock subject to each such installment adjusted to reflect
the Exchange Ratio. Accordingly, no accelerated vesting of the NetVantage
Options, other than vesting already provided for in the Option Agreement, shall
be deemed to occur by reason of the Merger, and the grant date for each assumed
NetVantage Option shall accordingly remain the same as in effect under the
applicable Option Agreement immediately prior to the Merger.
- For purposes of applying any and all provisions of the Option Agreement
relating to Optionee's status as an employee or consultant with the Company,
Optionee shall be deemed to continue in such employee or consultant status for
so long as Optionee renders services as an employee or consultant to Cabletron
or any present or future Cabletron subsidiary, including (without limitation)
NetVantage. Accordingly, the provisions of the Option Agreement governing the
termination of the assumed NetVantage Option upon the Optionee's cessation of
employee or consultant status with NetVantage shall hereafter be applied on the
basis of the Optionee's cessation of employee or consultant status with
Cabletron and its subsidiaries, and each assumed NetVantage Option shall
accordingly terminate, within the designated time period in effect under the
Option Agreement for that option, following such cessation of employment or
consulting status with Cabletron and its subsidiaries.
- The adjusted exercise price payable for the Cabletron Stock subject to
each assumed NetVantage Option shall be payable in any of the forms authorized
under the Option Agreement applicable to that option. For purposes of
determining the holding period of any shares of Cabletron Stock delivered in
payment of such adjusted exercise price, the period for which such shares were
held as NetVantage Common Stock prior to the Merger shall be taken into account.
- In order to exercise each assumed NetVantage Option, Optionee must
deliver to Cabletron a written notice of exercise in which the number of shares
of Cabletron Stock to be purchased thereunder must be indicated. The exercise
notice should be delivered to Cabletron at the following address:
Cabletron Systems, Inc.
00 Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx, phone: (000) 000-0000
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4. Except to the extent specifically modified by this Option Assumption
Agreement, all of the terms and conditions of each Option Agreement as in effect
immediately prior to the Merger shall continue in full force and effect and
shall not in any way be amended, revised or otherwise affected by this Stock
Option Assumption Agreement.
IN WITNESS WHEREOF, Cabletron Systems, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the ___ day of _________, 1998.
CABLETRON SYSTEMS, INC.
By:______________________________
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of NetVantage, Inc.
Common Stock (Pre-Merger)
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EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of Cabletron Systems, Inc.
Common Stock (Post-Merger)
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