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EXHIBIT 99.5
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
TRANSMEDIA COMMUNICATIONS, INC.
1998 STOCK PLAN
OPTIONEE: <>,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 20th day of
September, 1999 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 TransMedia
Communications, Inc., a Delaware corporation ("TransMedia"), which were granted
to Optionee under the TransMedia 1998 Stock Plan (the "Plan") and are each
evidenced by a Stock Option Agreement (the "Option Agreement").
WHEREAS, TransMedia has been acquired by Cisco through the merger of
TransMedia with and into Cisco (the "Merger") pursuant to the Agreement and Plan
of Reorganization, by and between Cisco and TransMedia (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to assume
all obligations of TransMedia under all outstanding options 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 (the "Exchange Ratio") in effect for the Merger is 0.33581659
shares of Cisco common stock ("Cisco Stock") for each outstanding share of
TransMedia common stock ("TransMedia Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options 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 TransMedia Stock subject to the options held
by Optionee immediately prior to the Effective Time (the "TransMedia 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 TransMedia
under each of the TransMedia Options. In connection with such assumption, the
number of shares of Cisco Stock purchasable under each TransMedia
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Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
Cisco Stock subject to each TransMedia Option hereby assumed shall be as
specified for that option below, and the adjusted exercise price payable per
share of Cisco Stock under the assumed TransMedia Option shall also be as
indicated for that option below.
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TRANSMEDIA STOCK OPTIONS CISCO ASSUMED OPTIONS
------------------------------------------------- -----------------------------------------------
-------------- ------------------- -------------- --------------------- -------------------------
Grant # # of Shares of Exercise # of Shares of Adjusted Exercise Price
TransMedia Common Price per Cisco Common Stock per Share
Stock Share
-------------- ------------------- -------------- --------------------- -------------------------
-------------- ------------------- -------------- --------------------- -------------------------
$ $
-------------- ------------------- -------------- --------------------- -------------------------
2. The intent of the foregoing adjustments to each assumed TransMedia
Option is to assure that the spread between the aggregate fair market value of
the shares of Cisco Stock purchasable under each such option and the aggregate
exercise price as adjusted pursuant to this Agreement will, immediately after
the consummation of the Merger, be not less than the spread which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the TransMedia Stock subject to the TransMedia Option and the aggregate exercise
price in effect at such time under the Option Agreement. Such adjustments are
also intended to preserve, immediately after the Merger, on a per share basis,
the same ratio of exercise price per option share to fair market value per share
which existed under the TransMedia Option immediately prior to the Merger.
3. The following provisions shall govern each TransMedia Option hereby
assumed by Cisco:
(a) Unless the context otherwise requires, all references in
each Option Agreement and, if applicable, in the Plan (as incorporated
into such Option Agreement) (i) to the "Company" shall mean Cisco, (ii)
to "Share" shall mean share of Cisco Stock, (iii) to the "Board" shall
mean the Board of Directors of Cisco and (iv) to the "Committee" shall
mean the Compensation Committee of the Cisco Board of Directors.
(b) The grant date and the expiration date of each assumed
TransMedia Option and all other provisions which govern either the
exercise or the termination of the assumed TransMedia Option shall
remain the same as set forth in the Option Agreement applicable to that
option, and the provisions of the Option Agreement shall accordingly
govern and control Optionee's rights under this Agreement to purchase
Cisco Stock.
(c) Pursuant to the terms of the Option Agreement, none of your
options assumed by Cisco in connection with the transaction will vest
and become exercisable on an accelerated basis upon the consummation of
the Merger. Each TransMedia Option shall be assumed by Cisco as of the
Effective Time. Each such assumed TransMedia Option shall thereafter
continue to vest for
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any remaining unvested shares of Cisco Stock subject to that option in
accordance with the same installment vesting schedule in effect under
the applicable Option Agreement immediately prior to the Effective Time;
provided, however, that the number of shares subject to each such
installment shall be adjusted to reflect the Exchange Ratio.
(d) For purposes of applying any and all provisions of the
Option Agreement and/or the Plan relating to Optionee's status as an
employee or a consultant of TransMedia, Optionee shall be deemed to
continue in such status as an employee or a consultant for so long as
Optionee renders services as an employee or a consultant to Cisco or any
present or future Cisco subsidiary. Accordingly, the provisions of the
Option Agreement governing the termination of the assumed TransMedia
Options upon Optionee's cessation of service as an employee or a
consultant of TransMedia shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with Cisco and its
subsidiaries, and each assumed TransMedia Option shall accordingly
terminate, within the designated time period in effect under the Option
Agreement for that option, generally a three (3) month period, following
such cessation of service as an employee or a consultant of Cisco and
its subsidiaries.
(e) The adjusted exercise price payable for the Cisco Stock
subject to each assumed TransMedia 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 Cisco
Stock delivered in payment of such adjusted exercise price, the period
for which such shares were held as TransMedia Stock prior to the Merger
shall be taken into account.
(f) In order to exercise each assumed TransMedia 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
adjusted 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
XX 00-0
Xxx Xxxx, XX 00000
Attention: Stock Administration
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.
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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 20th day of September, 1999.
CISCO SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Corporate Secretary
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 TransMedia Options hereby assumed by Cisco are as
set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.
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<>, OPTIONEE
DATED: __________________, 1999
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