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EXHIBIT 99.8
FULLY VESTED
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: 1
NUMBER OF NETSYS TECHNOLOGIES, INC. SHARES: 2
GRANT DATE: 3
ORIGINAL EXERCISE PRICE: $4
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 15th day of
November, 1996 by Cisco Systems, Inc., a California corporation ("Cisco").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of NETSYS
Technologies, Inc., a California corporation ("NETSYS"), which were granted to
Optionee under the NETSYS Technologies, Inc. 1995 Stock Option Plan (the "Plan")
and are evidenced by a Stock Option Agreement(s) (the "Option Agreement(s)")
between NETSYS and Optionee.
WHEREAS, NETSYS has this day been acquired by Cisco through
the merger of NETSYS with Cisco (the "Merger") pursuant to the Agreement and
Plan of Merger dated October 11, 1996 by and between Cisco and NETSYS (the
"Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco
to assume all obligations of NETSYS under all options outstanding under the Plan
at the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement,
the exchange ratio in effect for the Merger is 0.147666 of a share of Cisco
common stock ("Cisco Stock") for each outstanding share of NETSYS common stock
(the "Exchange Rate").
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 Plan which have
become necessary by reason of the assumption of those options by Cisco in
connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of NETSYS Stock subject to the
stock options held by Optionee under the Plan immediately prior to the Effective
Time (the "NETSYS
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Options") and the exercise price payable per share are set forth below. Cisco
hereby assumes, as of the Effective Time, all the duties and obligations of
NETSYS under each of the NETSYS Options and hereby agrees to issue up to the
number of shares of Cisco Stock indicated below for each such assumed option
upon (i) exercise of that option in accordance with the provisions of the Option
Agreement applicable thereto (as supplemented hereby) and (ii) payment of the
adjusted exercise price per share set forth below.
NETSYS CISCO
STOCK OPTIONS ASSUMED OPTIONS
------------- ---------------
# OF SHARES # OF SHARES ADJUSTED
COMMON STOCK EXERCISE COMMON STOCK EXERCISE
NETSYS PRICE/SHARE CISCO PRICE/SHARE
------ ----------- ----- -----------
2 $4 6 $7
2. The number of shares of Cisco Stock purchasable under
each NETSYS Option hereby assumed and the exercise price payable thereunder
reflect the Exchange Rate at which shares of NETSYS Stock were converted into
shares of Cisco Stock in consummation of the Merger. The intent of such
adjustments is to assure that the spread between the aggregate fair market value
of the shares of Cisco Stock purchasable under each assumed NETSYS Option and
the aggregate exercise price as adjusted hereunder will, immediately after the
consummation of the Merger, equal the spread which existed, immediately prior to
the Merger, between the then aggregate fair market value of the NETSYS Stock
subject to the NETSYS 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
NETSYS Option immediately prior to the Merger.
3. The following provisions shall govern each NETSYS
Option hereby assumed by Cisco:
- Unless the context otherwise requires, all
references to the "Company" in each Option Agreement(s) and in the Plan (as
incorporated into such Option Agreement(s)) shall mean Cisco, all references to
"Shares," "Stock," "Optioned Stock" or "Common Stock" shall mean shares of Cisco
Stock, all references to the "Board" shall mean the Cisco Board of Directors,
and all references to "Committee" or "Administrator" shall mean the Compensation
Committee of the Cisco Board of Directors.
- The grant date and the expiration date of
each assumed NETSYS Option and all other provisions which govern either the
exercisability or the termination of the assumed NETSYS Option shall remain the
same as set forth in the
2.
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Option Agreement(s) applicable to that option and shall accordingly govern and
control Optionee's rights under this Agreement to purchase Cisco Stock. - By
reason of the Merger, your assumed NETSYS Option has, in accordance with the
provisions of the Option Agreement, accelerated and become immediately
exercisable for all the option shares as fully-vested shares of Cisco Stock.
- For purposes of applying any and all
provisions of the Option Agreement(s) relating to Optionee's status as an
employee with the Company or his or her consulting or advisory relationship with
the Company, Optionee shall be deemed to continue in such status or relationship
for so long as Optionee renders services as an employee or consultant or
advisor, respectively, to Cisco or any present or future Cisco subsidiary,
including (without limitation) NETSYS. Accordingly, the provisions of the Option
Agreement(s) governing the termination of the assumed NETSYS Option upon the
Optionee's cessation of employee, consultant or advisor status with NETSYS shall
hereafter be applied on the basis of the Optionee's cessation of employee,
consultant or advisor status, as appropriate, with Cisco and its subsidiaries,
and each assumed NETSYS Option shall accordingly terminate, within the
designated time period in effect under the Option Agreement(s) for that option,
following such cessation of employee, consultant or advisor status with Cisco
and its subsidiaries.
- The exercise price payable for the Cisco
Stock subject to each assumed NETSYS Option shall be payable in any of the forms
authorized under the Option Agreement(s) applicable to that option. For purposes
of determining the holding period of any shares of Cisco Stock delivered in
payment of such exercise price, the period for which such shares were held as
NETSYS common stock prior to the Merger shall be taken into account.
- In order to exercise each assumed NETSYS
Option, Optionee must deliver to Cisco a written notice of exercise in which the
number of shares of Cisco Stock to be purchased thereunder must be indicated.
The exercise notice must be accompanied by payment of the exercise price payable
for the purchased shares of Cisco Stock and should be delivered to Cisco at the
following address:
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
3. Except to the extent specifically modified by this
Option Assumption Agreement, all of the terms and conditions of each Option
Agreement(s) 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.
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IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 15th day of November, 1996.
CISCO SYSTEMS, INC.
By:__________________________
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her NETSYS Options hereby assumed by Cisco Systems,
Inc. are as set forth in the Option Agreement(s), the Plan and such Stock Option
Assumption Agreement.
_____________________________
1, OPTIONEE
DATED: __________________, 1996
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