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Exhibit 99.1
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of April
12, 1999, by and between, Cisco Systems, Inc., a California corporation
("Parent"), and GeoTel Communications Corporation, a Delaware corporation
("Company").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Company, Parent and Geronimo Merger Corp., a Delaware corporation and
wholly owned subsidiary of Parent ("Merger Sub"), are entering into an Agreement
and Plan of Merger and Reorganization, dated as of the date hereof (the
"Reorganization Agreement"), which provides that, among other things, upon the
terms and subject to the conditions thereof, Merger Sub will be merged with and
into Company (the "Merger"), with Company continuing as the surviving
corporation; and
WHEREAS, as a condition and inducement to Parent's willingness
to enter into the Reorganization Agreement, Parent has required that Company
agree, and Company has so agreed, to grant to Parent an option with respect to
certain shares of Company's common stock on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements set forth herein and in the Reorganization
Agreement, the parties hereto agree as follows:
1. GRANT OF OPTION. Company hereby grants Parent an
irrevocable option (the "Company Option") to purchase up to 3,000,000 shares
(the "Company Shares") of common stock, par value $.0l per share, of Company
(the "Company Common Stock") in the manner set forth below at a price (the
"Exercise Price") of $60.50 per Company Share, payable in cash. Capitalized
terms used herein but not defined herein shall have the meanings set forth in
the Reorganization Agreement.
2. EXERCISE OF OPTION. The Company Option may be exercised by
Parent, in whole or in part at any time or from time to time after (i) the
occurrence of any of the events described in Sections 7.3(b) of the
Reorganization Agreement or (ii) immediately prior to the consummation of a
Takeover Proposal which obligates Company to pay Parent the Termination Fee
pursuant to Section 7.3(c) of the Reorganization Agreement. In the event Parent
wishes to exercise the Company Option, Parent shall deliver to Company a written
notice (an "Exercise Notice") specifying the total number of Company Shares it
wishes to purchase. Each closing of a purchase of Company Shares (a "Closing")
shall occur at a place, on a date and at a time designated by Parent in an
Exercise Notice delivered at least two business days prior to the date of the
Closing. The Company Option shall terminate upon the earlier of: (i) the
Effective Time; (ii) the termination of the Reorganization Agreement pursuant to
Section 7.1 thereof (other than a termination in connection with which Parent is
entitled to any payments as specified in Sections 7.3(b) or (c) thereof); (iii)
180 days following any termination of the Reorganization Agreement in connection
with which Parent is entitled to a payment as specified in Section 7.3(b)
thereof (or
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if, at the expiration of such 180 day period, the Company Option cannot be
exercised by reason of any applicable judgment, decree, order, law or
regulation, ten business days after such impediment to exercise shall have been
removed or shall have become final and not subject to appeal); or (iv) 180 days
following the occurrence of any event in connection with which Parent has become
entitled to payment of the Termination Fee pursuant to Section 7.3(c) of the
Reorganization Agreement (or if, at the expiration of such 180 day period, the
Company Option cannot be exercised by reason of any applicable judgment, decree,
order, law or regulation, ten business days after such impediment to exercise
shall have been removed or shall have become final and not subject to appeal).
Notwithstanding the foregoing, the Company Option may not be exercised if Parent
is in breach in any material respect of any of its covenants or agreements
contained in the Reorganization Agreement.
3. CONDITIONS TO CLOSING. The obligation of Company to issue
the Company Shares to Parent hereunder is subject to the conditions that (i) all
waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR
Act"), applicable to the issuance of the Company Shares hereunder shall have
expired or have been terminated; (ii) all consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any Federal,
state or local administrative agency or commission or other Federal state or
local governmental authority or instrumentality, if any, required in connection
with the issuance of the Company Shares hereunder shall have been obtained or
made, as the case may be; and (iii) no preliminary or permanent injunction or
other order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect.
4. CLOSING. At any Closing, (a) Company will deliver to Parent
a single certificate in definitive form representing the number of Company
Shares designated by Parent in its Exercise Notice, such certificate to be
registered in the name of Parent and to bear the legend set forth in Section 10,
and (b) Parent will deliver to Company the aggregate price for the Company
Shares so designated and being purchased by wire transfer of immediately
available funds or certified check or bank check. At any Closing at which Parent
is exercising the Company Option in part, Parent shall present and surrender
this Agreement to Company, and Company shall deliver to Parent an executed new
agreement with the same terms as this Agreement evidencing the right to purchase
the balance of the shares of Company Common Stock purchasable hereunder.
5. REPRESENTATIONS AND WARRANTIES OF COMPANY. Company
represents and warrants to Parent that (a) Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder, (b) the execution and delivery of
this Agreement by Company and the consummation by Company of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Company and no other corporate proceedings on the part of Company
are necessary to authorize this Agreement or any of the transactions
contemplated hereby, (c) this Agreement has been duly executed and delivered by
Company and constitutes a valid and binding obligation of Company, and, assuming
this Agreement constitutes a valid and binding obligation of Parent, is
enforceable
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against Company in accordance with its terms, except as enforceability may be
limited by bankruptcy and other laws affecting the rights and remedies of
creditors generally and general principles of equity, (d) except for any filings
as may be required by the HSR Act, Company has taken all necessary corporate
action to authorize and reserve for issuance and to permit it to issue, upon
exercise of the Company Option, and at all times from the date hereof through
the expiration of the Company Option will have reserved, that number of unissued
Company Shares that are subject to the Company Option, all of which, upon their
issuance and delivery in accordance with the terms of this Agreement, will be
validly issued, fully paid and nonassessable, (e) upon delivery of the Company
Shares to Parent upon the exercise of the Company Option, Parent will acquire
the Company Shares free and clear of all material claims, liens, charges,
encumbrances and security interests of any nature whatsoever except those
imposed by Parent, (f) except as may be required under the Securities Act of
1933, as amended (the "Securities Act"), the execution and delivery of this
Agreement by Company does not, and the performance of this Agreement by Company
will not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or the loss of a
benefit under, or the creation of a lien, pledge, security interest or other
encumbrance on assets pursuant to (any such conflict, violation, default, right
of termination, cancellation or acceleration, loss or creation, a "Violation"),
(A) any provision of the Certificate of Incorporation, as amended, or Amended
and Restated By-laws, as amended, as amended, of Company or (B) any provisions
of any material mortgage, indenture, lease, contract or other agreement,
instrument, permit, concession, franchise, or license or (C) any judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to Company
or its properties or assets, except in the case of clauses (B) and (C) above,
for violations which would not, individually or in the aggregate, have a
Material Adverse Effect on Company and its subsidiaries taken as a whole, and
(g) except as described in Section 2.3 of the Reorganization Agreement, the
execution and delivery of this Agreement by Company does not, and the
performance of this Agreement by Company will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority except pursuant to the HSR Act.
6. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents
and warrants to Company that (a) Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder, (b) the execution and delivery of this Agreement by
Parent and the consummation by Parent of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are necessary to
authorize this Agreement or any of the transactions contemplated hereby, (c)
this Agreement has been duly executed and delivered by Parent and constitutes a
valid and binding obligation of Parent, and, assuming this Agreement constitutes
a valid and binding obligation of Company, is enforceable against Parent in
accordance with its terms, except as enforceability may be limited by bankruptcy
and other laws affecting the rights and remedies of creditors generally and
general principles of equity, (d) except as described in Section 3.3 of the
Reorganization Agreement, the execution and delivery of this Agreement by Parent
does not, and the performance of this Agreement by Parent will not, result in
any Violation pursuant to, (A) any provision of the Articles of Incorporation or
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By-laws of Parent, (B) any provisions of any material mortgage, indenture,
lease, contract or other agreement, instrument, permit, concession, franchise,
or license or (C) any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Parent or its properties or assets, except in the case
of clauses (B) and (C) above, for Violations which would not, individually or in
the aggregate, have a Material Adverse Effect on Parent and its subsidiaries,
taken as a whole, (e) except as described in Section 3.3 of the Reorganization
Agreement and Section 3(i) of this Agreement, and except as may be required
under the Securities Act, the execution and delivery of this Agreement by Parent
does not, and the performance of this Agreement by Parent will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority and (f) any Company Shares acquired
upon exercise of the Company Option will not be, and the Company Option is not
being, acquired by Parent with a view to the public distribution thereof and
Parent will not sell or otherwise dispose of such shares in violation of
applicable law or this Agreement.
7. PUT AND CALL.
(a) EXERCISE. At any time during which the Company
Option is exercisable pursuant to Section 2 (the "Repurchase Period"), upon
demand by Parent, Parent shall have the right to sell to Company (or any
successor entity thereof), and Company (or such successor entity) shall be
obligated to repurchase from Parent (the "Put"), and upon demand by Company,
Company (or any successor entity thereof) shall have the right to purchase from
Parent and Parent shall be obligated to sell to Company (or any successor
entity) (the "Call"), all or any portion of the Company Option, to the extent
not previously exercised, at the price set forth in subparagraph (i) below, or
all or any portion of the Company Shares purchased by Parent pursuant thereto,
at a price set forth in subparagraph (ii) below:
(i) the difference between the "Market/
Tender Offer Price" for shares of Company Common Stock as of the date (the
"Notice Date") notice of exercise of the Put or the Call, as the case may be, is
given to the other party (defined as the higher of (A) the price per share
offered as of the Notice Date pursuant to any tender or exchange offer or other
Takeover Proposal (as defined in the Reorganization Agreement) which was made
prior to the Notice Date and not terminated or withdrawn as of the Notice Date
(the "Tender Price") or (B) the average of the closing prices of shares of
Company Common Stock on the Nasdaq National Market for the ten trading days
immediately preceding the Notice Date (the "Market Price")), and the Exercise
Price, multiplied by the number of Company Shares purchasable pursuant to the
Company Option (or portion thereof with respect to which Parent is exercising
its rights under this Section 7), but only if the Market/Tender Offer Price is
greater than the Exercise Price;
(ii) the Exercise Price paid by Parent for
the Company Shares acquired pursuant to the Company Option plus the difference
between the Market/Tender Offer Price and the Exercise Price, but only if the
Market/Tender Offer Price is greater than the Exercise Price, multiplied by the
number of Company Shares so purchased.
(iii) Notwithstanding subparagraphs (i) and
(ii) above, in no event shall the proceeds payable to Parent pursuant to this
Section 7 exceed the sum of (x)
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$75,000,000 plus (y) the Exercise Price multiplied by the number of Company
Shares purchased minus (z) any amount paid or payable to Parent by Company
pursuant to Section 7.3(b) or Section 7.3(c) of the Reorganization Agreement.
For purposes of this Section 7(a), the Tender Price shall be the highest price
per share offered pursuant to a tender or exchange offer or other Takeover
Proposal during the Repurchase Period.
(b) PAYMENT AND REDELIVERY OF COMPANY OPTION OR
SHARES. In the event Parent or Company exercises its rights under this Section
7, Company shall, within ten business days of the Notice Date, pay the required
amount to Parent in immediately available funds and Parent shall surrender to
Company the Company Option or the certificates evidencing the Company Shares
purchased by Parent pursuant thereto, and Parent shall represent and warrant
that it owns such shares and that such shares are then free and clear of all
liens, claims, charges and encumbrances of any kind or nature whatsoever.
8. REGISTRATION RIGHTS.
(a) Following any exercise of the Company Option,
Parent may by written notice (the "Registration Notice") to Company request
Company to register under the Securities Act all or any part of the shares of
Company Common Stock acquired pursuant to this Agreement (the "Restricted
Shares") beneficially owned by Parent (the "Registrable Securities") in order to
permit the sale or other distribution of such Registrable Securities pursuant to
a bona fide firm commitment underwritten public offering in which Parent and the
underwriters shall effect as wide a distribution of such Registrable Securities
as is reasonably practicable and shall use commercially reasonable efforts to
prevent any Person (including any Group) and its affiliates from purchasing
through such offering Restricted Shares representing more than 10% of the
outstanding shares of Common Stock of Company on a fully diluted basis (a
"Permitted Offering"); PROVIDED, FURTHER, that any such Registration Notice must
relate to a number of shares equal to at least 2% of the outstanding shares of
Company Common Stock and that any rights to require registration hereunder shall
terminate with respect to any Shares that may be sold pursuant to Rule 144(k)
under the Securities Act. The Registration Notice shall include a certificate
executed by Parent and its proposed managing underwriter, which underwriter
shall be an investment banking firm of nationally recognized standing (the
"Manager"), stating that (i) they have a good faith intention to commence
promptly a Permitted Offering and (ii) the Manager in good faith believes that,
based on the then prevailing market conditions, it will be able to sell the
Registrable Securities at a per share price equal to at least 70% of the Fair
Market Value of such shares. For purposes of this Section 8, the term "Fair
Market Value" shall mean the per share average of the closing sale prices of
Company's Common Stock on the Nasdaq National Market for the ten trading days
immediately preceding the date of the Registration Notice.
(b) Company shall use commercially reasonable efforts
to effect, as promptly as practicable, the registration under the Securities Act
of the unpurchased Registrable Securities; PROVIDED, HOWEVER, that (i) Parent
shall not be entitled to more than an aggregate of two effective registration
statements hereunder and (ii) Company will not be required to file any
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such registration statement during any period of time (not to exceed 45 days
after such request in the case of clause (A) below or 90 days in the case of
clauses (B) and (C) below) when (A) Company is in possession of material
non-public information which it reasonably believes would be detrimental to be
disclosed at such time and, based on consultation with counsel to Company, such
information would have to be disclosed if a registration statement were filed at
that time; (B) Company is required under the Securities Act to include audited
financial statements for any period in such registration statement and such
financial statements are not yet available for inclusion in such registration
statement; or (C) Company determines, in its reasonable judgment, that such
registration would interfere with any financing, acquisition or other material
transaction involving Company or any of its affiliates. If consummation of the
sale of any Registrable Securities pursuant to a registration hereunder does not
occur within 180 days after the filing with the SEC of the initial registration
statement, the provisions of this Section 8 shall again be applicable to any
proposed registration; PROVIDED, HOWEVER, that Parent shall not be entitled to
request more than two registrations pursuant to this Section 8. Company shall
use commercially reasonable efforts to cause any Registrable Securities
registered pursuant to this Section 8 to be qualified for sale under the
securities or Blue Sky laws of such jurisdictions as Parent may reasonably
request and shall continue such registration or qualification in effect in such
jurisdiction; PROVIDED, HOWEVER, that Company shall not be required to qualify
to do business in, or consent to general service of process in, any jurisdiction
by reason of this provision.
(c) The registration rights set forth in this
Section 8 are subject to the condition that Parent shall provide Company with
such information with respect to Parent's Registrable Securities, the plans for
the distribution thereof, and such other information with respect to Parent as,
in the reasonable judgment of counsel for Company, is necessary to enable
Company to include in such registration statement all material facts required to
be disclosed with respect to a registration thereunder.
(d) If Company's securities of the same type as the
Registrable Securities are then authorized for quotation or trading or listing
on the New York Stock Exchange, Nasdaq National Market System, or any other
securities exchange or automated quotations system, Company, upon the request of
Parent, shall promptly file an application, if required, to authorize for
quotation, trading or listing the shares of Registrable Securities on such
exchange or system and will use its reasonable efforts to obtain approval, if
required, of such quotation, trading or listing as soon as practicable.
(e) A registration effected under this Section 8
shall be effected at Company's expense, except for underwriting discounts and
commissions and fees and expenses of counsel to Parent, and Company shall
provide to the underwriters such documentation (including certificates, opinions
of counsel and "comfort" letters from auditors) as are customary in connection
with underwritten public offerings as such underwriters may reasonably require.
In connection with any such registration, the parties agree (i) to indemnify
each other and the underwriters in the customary manner and (ii) to enter into
an underwriting agreement in form and substance customary to transactions of
this type with the Manager and the other underwriters participating in such
offering.
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9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) In the event of any change in Company Common
Stock by reason of stock dividends, splitups, mergers (other than the Merger),
recapitalizations, combinations, exchange of shares or the like, the type and
number of shares or securities subject to the Company Option, and the purchase
price per share provided in Section 1, shall be adjusted appropriately, and
proper provision shall be made in the agreements governing such transaction so
that Parent shall receive, upon exercise of the Company Option, the number and
class of shares or other securities or property that Parent would have received
in respect of the Company Common Stock if the Company Option had been exercised
immediately prior to such event or the record date therefor, as applicable.
(b) In the event that Company shall enter in an
agreement: (i) to consolidate with or merge into any person, other than Parent
or one of its subsidiaries, and shall not be the continuing or surviving
corporation of such consolidation or merger; (ii) to permit any person, other
than Parent or one of its subsidiaries, to merge into Company and Company shall
be the continuing or surviving corporation, but, in connection with such merger,
in the then-outstanding shares of Company Common Stock shall be changed into or
exchanged for stock or other securities of Company or any other person or cash
or any other property or the outstanding shares of Company Common Stock
immediately prior to such merger shall after such merger represent less than 50%
of the outstanding shares and share equivalents of the merged company; or (iii)
to sell or otherwise transfer all or substantially all of its assets to any
person, other than Parent or one of its subsidiaries, then, and in each such
case, the agreement governing such transaction shall make proper provisions so
that upon the consummation of any such transaction and upon the terms and
conditions set forth herein, Parent shall receive for each Company Share with
respect to which the Company Option has not been exercised an amount of
consideration in the form of and equal to the per share amount of consideration
that would be received by the holder of one share of Company Common Stock less
the Exercise Price (and, in the event of an election or similar arrangement with
respect to the type of consideration to be received by the holders of Company
Common Stock, subject to the foregoing, proper provision shall be made so that
the holder of the Company Option would have the same election or similar rights
as would the holder of the number of shares of Company Common Stock for which
the Company Option is then exercisable).
10. RESTRICTIVE LEGENDS. Each certificate representing shares
of Company Common Stock issued to Parent hereunder shall include a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR
SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED AS OF APRIL 12, 1999,
A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.
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11. BINDING EFFECT; NO ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this agreement nor the rights or the
obligations of either party hereto are assignable, except by operation of law,
or with the written consent of the other party. Nothing contained in this
Agreement, express or implied, is intended to confer upon any person other than
the parties hereto and their respective permitted assigns any rights or remedies
of any nature whatsoever by reason of this Agreement. Any Restricted Shares sold
by Parent in compliance with the provisions of Section 8 shall, upon
consummation of such sale, be free of the restrictions imposed with respect to
such shares by this Agreement, unless and until Parent shall repurchase or
otherwise become the beneficial owner of such shares, and any transferee of such
shares shall not be entitled to the rights of Parent. Certificates representing
shares sold in a registered public offering pursuant to Section 8 shall not be
required to bear the legend set forth in Section 10.
12. SPECIFIC PERFORMANCE. The parties recognize and agree that
if for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party agrees that, in addition to other
remedies, the other party shall be entitled to an injunction restraining any
violation or threatened violation of the provisions of this Agreement. In the
event that any action should be brought in equity to enforce the provisions of
this Agreement, neither party will allege, and each party hereby waives the
defense, that there is adequate remedy at law.
13. ENTIRE AGREEMENT. This Agreement and the Reorganization
Agreement (including the Company Disclosure Schedule and the Parent Disclosure
Schedule relating thereto) constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all other prior
agreements and understandings, both written and oral, among the parties or any
of them with respect to the subject matter hereof.
14. FURTHER ASSURANCE. Each party will execute and deliver all
such further documents and instruments and take all such further action as may
be necessary in order to consummate the transactions contemplated hereby.
15. VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect. In the event any court or other competent authority holds any provision
of this Agreement to be null, void or unenforceable, the parties hereto shall
negotiate in good faith the execution and delivery of an amendment to this
Agreement in order, as nearly as possible, to effectuate, to the extent
permitted by law, the intent of the parties hereto with respect to such
provision. Each party agrees that, should any court or other competent authority
hold any provision of this Agreement or part hereof to be null, void or
unenforceable, or order any party to take any action inconsistent herewith, or
not take any action required herein, the other party shall not be entitled to
specific performance of such provision or part hereof or to any other remedy,
including but not limited to money damages, for breach hereof or of any other
provision of this Agreement or part hereof as the result of such holding or
order.
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16. NOTICES. Any notice or communication required or permitted
hereunder shall be in writing and either delivered personally, telegraphed or
telecopied or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given, dated and received when so delivered personally,
telegraphed or telecopied or, if mailed, five business days after the date of
mailing to the following address or telecopy number, or to such other address or
addresses as such person may subsequently designate by notice given hereunder.
(a) if to Parent or Merger Sub, to:
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: President
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxx
Xxx Xxxxxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
(b) if to Company, to:
GeoTel Communications Corporation
000 Xxxxxxxxxx Xxxxxx
Tower II, Floor 12
Lowell, MA 01851
Attention: President
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without regard to
any applicable conflicts of law rules.
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18. DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
19. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same instrument.
20. EXPENSES. Except as otherwise expressly provided herein or
in the Reorganization Agreement, all costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be paid by the party
incurring such expenses.
21. AMENDMENTS; WAIVER. This Agreement may be amended by the
parties hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto, or, in the
case of a waiver, by an instrument signed on behalf of the party waiving
compliance.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
CISCO SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
GEOTEL COMMUNICATIONS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: President & CEO
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]
