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EXHIBIT 99.7
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.
SIBYTE, INC.
2000 KEY EMPLOYEE STOCK PLAN
STOCK GRANT AGREEMENT
1. NOTICE OF STOCK OPTION GRANT. You, the Optionee named below, have been
granted an Option to purchase Common Stock of SiByte, Inc. (the "Company"),
subject to the terms and conditions of the Plan and this Stock Grant Agreement.
Unless otherwise defined herein, capitalized terms used in this Stock Grant
Agreement shall have the same meanings as in the Plan. This Section 1 of this
Stock Grant Agreement sets forth the basic terms of your Option and your rights
with respect to the Shares subject to the Option. These basic terms are subject
to and are to be interpreted in accordance with the Plan and the Terms and
Conditions attached hereto.
1.1 DATE OF GRANT. __________, 20___
1.2 OPTIONEE'S NAME. ____________________________________________
1.3 OPTIONEE'S SOCIAL SECURITY NUMBER. ________-______-________
1.4 CHECK HERE IF OPTIONEE IS A TEN PERCENT STOCKHOLDER. ______
1.5 TYPE OF OPTION. Incentive Stock Option
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X Nonstatutory Stock Option
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1.6 NUMBER OF SHARES SUBJECT TO OPTION.____________
1.7 PURCHASE PRICE PER SHARE. $20.00
1.8 TIME OF EXERCISE. _____ At the time and to the extent your rights
have vested under Section 1.10
_____ Other ___________________________________
1.9 VESTING START DATE. November 30, 2000
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1.10 VESTING SCHEDULE. The Shares subject to the Option shall vest
(i.e., the Company's right to repurchase the Shares at the original Purchase
Price will lapse) as follows:
The Shares subject to the Option will vest monthly over a 12 month
period beginning on the date which is three years after the Vesting
Start Date. Accordingly, the Shares will vest from and after the date
which is three years after the Vesting Start Date, at a monthly rate of
8.3333% of the total number of the Shares subject to the Option
(rounded down to the nearest whole number) (such that on the fourth
anniversary of the Vesting Start Date, 100% of the Shares shall be
vested).
1.11 CONDITIONAL GRANT. This Option is granted subject to, and
conditioned upon, (i) consummation of the Merger contemplated by that certain
Merger Agreement and Plan of Reorganization (the "Merger Agreement") by and
among Broadcom Corporation, the Company and the other parties signatory thereto
and (ii) securing stockholder approval of the Option granted by obtaining the
affirmative vote of stockholders of the Company who own, immediately before the
change in control of the Company contemplated by the Merger Agreement, more than
seventy-five percent (75%) of the voting power of the capital stock of the
Company, disregarding shares owned, actually or constructively, by the
Disqualified Individuals (as such term is defined in section 280G of the
Internal Revenue Code of 1986, as amended (the "Code")) who may receive payments
possibly subject to the so-called "golden parachute" rules of section 280G of
the Code.
BY SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND
THIS STOCK GRANT AGREEMENT, INCLUDING THE ATTACHED TERMS AND CONDITIONS AND
STOCK ACQUISITION AGREEMENT.
OPTIONEE
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Print Name
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Signature
COMPANY
SiBYTE, INC.
By:
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Its:
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2. TERMS AND CONDITIONS.
2.1 VESTING. Your rights in Shares subject to your Option vest (i.e.,
the Company's right to repurchase the Shares at the original Purchase Price will
lapse) during your Service as specified in Section 1.10 of this Stock Grant
Agreement. Vesting will cease if your Service terminates for any reason.
2.2 SERVICE; LEAVES OF ABSENCE. Your Service shall cease when you cease
to be in Service as a Key Contributor, as determined in the sole discretion of
the Board. For purposes of your Option, your Service does not terminate when you
take a bona fide leave of absence, that was approved by the Company in writing,
if the terms of the leave of absence provide for continued Service crediting, or
when continued Service crediting is required by applicable law. However, for
purposes of determining whether your Option is entitled to Incentive Stock
Option status, your Service will be treated as terminating ninety (90) days
after your leave of absence began, unless your right to return to active work is
guaranteed by law or by a contract. Your Service terminates in any event when
the approved leave of absence ends, unless you immediately return to active
work. The Company determines which leaves of absence count toward Service, and
when your Service terminates for all purposes under the Plan.
2.3 TERM OF OPTION. Your Option expires on the day before the tenth
anniversary of the Date of Grant (fifth anniversary for a Ten Percent
Stockholder), and will expire earlier if your Service terminates as follows:
2.3.1 REGULAR TERMINATION. If your Service terminates for any
reason except Cause, death or Total and Permanent Disability, your Option will
expire at the close of business at Company headquarters on the date three (3)
months after the date your Service terminates. During that three (3) month
period, you may exercise your Option with respect to Shares in which your rights
were vested on the date your Service terminated.
2.3.2 CAUSE. If your Service terminates for Cause, your Option
will expire at the close of business at Company headquarters on the date seven
(7) days after the date your Service terminates. For purposes of this Section
2.3.2, "Cause" means any of the following: (i) conviction (whether by plea of
guilty or nolo contendere or otherwise) of the employee in a court of law of any
felony or of any crime involving dishonesty; (ii) participation by the employee
in any fraud against the Company; (iii) willful violation of specific and lawful
directions from an officer of the Company or excessive absenteeism which
continues after an officer of the Company has provided the employee with written
notice of the violation or absenteeism and given the employee a period of thirty
(30) days following the receipt of notice to correct the violation or
absenteeism problem; (iv) a material, non-curable breach by the employee of the
provisions of such employee's non-competition, non-disclosure or proprietary
information and inventions agreements with the Company; or (v) unsatisfactory
performance of job duties, which is not corrected or continues after an officer
of the Company has provided the employee with written notice and given the
employee a period of thirty (30) days following receipt of the notice to correct
the breach.
2.3.3 DEATH. If you die while in Service, your Option will
expire at the close of business at Company headquarters on the date six (6)
months after the date of death. During that
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six (6) month period, your estate or heirs may exercise that portion of your
Option that was vested on the date of death.
2.3.4 TOTAL AND PERMANENT DISABILITY. If your Service
terminates because of your Total and Permanent Disability, your Option will
expire at the close of business at Company headquarters on the date six (6)
months after the date your Service terminates. During that six (6) month period,
you may exercise your Option with respect to Shares in which your rights were
vested on the date of your Total and Permanent Disability. If your Total and
Permanent Disability is not expected to result in death or to last for a
continuous period of at least six (6) months, your Option will be eligible for
Incentive Stock Option tax treatment only if it is exercised within three (3)
months following the termination of your Service.
2.4 EXERCISE OF OPTION.
2.4.1 RESTRICTIONS ON EXERCISE OF OPTION AND TRANSFER OF
SHARES.
(i) By signing this Stock Grant Agreement, you agree not to
exercise this Option or sell any Shares acquired upon exercise of this
Option at a time when applicable laws, regulations or Company or
underwriter trading policies prohibit exercise or sale. In particular,
the Company shall have the right to designate one or more periods of
time, each of which shall not exceed one hundred eighty (180) days in
length, during which this Option shall not be exercisable if the
Company determines (in its sole discretion) that such limitation on
exercise could in any way facilitate a lessening of any restriction on
transfer pursuant to the Securities Act or any state securities laws
with respect to any issuance of securities by the Company, facilitate
the registration or qualification of any securities by the Company
under the Securities Act or any state securities laws, or facilitate
the perfection of any exemption from the registration or qualification
requirements of the Securities Act or any applicable state securities
laws for the issuance or transfer of any securities. Such limitation on
exercise shall not alter the Vesting Schedule set forth in Section 1.10
of this Stock Grant Agreement, but shall only limit the periods during
which this Option shall be exercisable.
(ii) If the sale of Shares under the Plan is not registered
under the Securities Act, but an exemption is available which requires
an investment representation or other representation, you shall
represent and agree at the time of Option exercise that the Shares are
being acquired for investment, and not with a view to the sale or
distribution thereof, and shall make such other representations as are
deemed necessary or appropriate by the Company and its counsel.
2.4.2 METHOD OF EXERCISE. To exercise your Option, you must
sign the Stock Acquisition Agreement, attached hereto as Exhibit A (the "Stock
Acquisition Agreement"), and deliver the signed Stock Acquisition Agreement,
together with full payment of the Purchase Price, to the Company at the address
given on the Stock Acquisition Agreement. Without limitation, your Option and
the Shares subject to your Option are subject to the terms and conditions of the
Stock Acquisition Agreement. Your exercise will be effective when both the
signed Stock Acquisition Agreement and the Purchase Price are received by the
Company. If someone else wants to exercise your Option after your death, that
person must prove to the Company's satisfaction that he or she is entitled to do
so.
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2.4.3 FORM OF PAYMENT. When you submit the Stock Acquisition
Agreement, you must include payment of the aggregate Purchase Price for the
Shares you are purchasing. Payment may be made in one (or a combination) of the
following forms:
(i) Your personal check, a cashier's check or a money order.
(ii) Shares of Stock which you have owned for six months and
which are surrendered to the Company. The value of such Stock,
determined as of the effective date of the Option exercise, will be
applied to the Purchase Price.
(iii) To the extent that a public market for Stock exists as
determined by the Company, by delivery (on a form approved by the
Company) of an irrevocable direction to a securities broker to sell
Stock and to deliver all or part of the sale proceeds to the Company in
payment of the aggregate Purchase Price.
(iv) Any other form of legal consideration approved by the
Board, including, but not limited to, your full-recourse promissory
note.
2.4.4 WITHHOLDING TAXES. You will not be allowed to exercise
your Option unless you make acceptable arrangements to pay any withholding or
other taxes that may be due as a result of the exercise of the Option or the
sale of Shares acquired upon exercise of your Option.
2.4.5 EXERCISE AT PURCHASE PRICE EQUAL TO FAIR MARKET VALUE.
NOTWITHSTANDING THAT YOUR OPTION MAY BE DESIGNATED AN INCENTIVE STOCK OPTION, TO
THE EXTENT YOU EXERCISE THE OPTION AT A TIME WHEN THE PURCHASE PRICE EQUALS THE
FAIR MARKET VALUE OF SHARES, THE OPTION SHALL BE TREATED AS A NONSTATUTORY STOCK
OPTION AND THE SHARES SO ACQUIRED SHALL BE TREATED AS HAVING BEEN ACQUIRED UPON
EXERCISE OF A NONSTATUTORY STOCK OPTION.
2.5 MARKET STAND-OFF. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, including the Company's
initial public offering, you shall not, directly or indirectly, engage in any
transaction prohibited by the underwriter, nor shall you sell, make any short
sale of, contract to sell, transfer the economic risk of ownership in, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise dispose
of or transfer for value or agree to engage in any of the foregoing transactions
with respect to any Shares without the prior written consent of the Company or
its underwriters, for such period of time after the effective date of such
registration statement as may be requested by the Company or such underwriters.
Such period of time shall not exceed one hundred eighty (180) days and may be
required by the underwriter as a market condition of the offering. By signing
this Stock Grant Agreement you agree to execute and deliver such other
agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further
effect thereto. To enforce the provisions of this Section 2.5, the Company may
impose stop-transfer instructions with respect to the Shares until the end of
the applicable stand-off period.
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2.6 TRANSFER OF OPTION. Prior to your death, only you may exercise your
Option. You have no right to transfer or assign your Option. For instance, you
may not sell your Option or use it as security for a loan. If you attempt to do
any of these things, your Option will immediately become invalid. You may,
however, dispose of your Option in your will. Regardless of any marital property
settlement agreement, the Company is not obligated to honor a notice of exercise
from your spouse or former spouse, nor is the Company obligated to recognize
such individual's interest in your Option in any other way.
2.7 NO RETENTION RIGHTS. Your Option does not give you the right to be
retained by the Company (or any Subsidiary) in any capacity. The Company
reserves the right to terminate your Service at any time and for any reason or
for no reason, with or without Cause.
2.8 STOCKHOLDER RIGHTS. You, or your estate or heirs, have no rights as
a stockholder of the Company until you become entitled to receive Shares by
delivering to the Company a signed Stock Acquisition Agreement and paying the
Purchase Price.
2.9 ADJUSTMENTS TO COMMON STOCK. Your rights upon a stock split, a
stock dividend or a similar change in the Company's Stock or upon a merger,
consolidation or other reorganization of the Company are set forth in the Plan.
2.10 LEGENDS. All certificates representing the Shares issued upon
exercise of your Option shall, where applicable, have endorsed thereon the
following legends:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY
AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN
TRANSFER RESTRICTIONS, INCLUDING RIGHTS OF FIRST REFUSAL UPON AN
ATTEMPTED TRANSFER OF THE SECURITIES AND RIGHTS OF REPURCHASE. THE
SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST XXXXXXX A COPY OF
SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY
IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF
FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE NOT
REQUIRED."
2.11 APPLICABLE LAW. This Stock Grant Agreement will be interpreted and
enforced under the laws of the State of California.
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2.12 INCORPORATION OF PLAN BY REFERENCE. The text of the Plan is
incorporated in this Stock Grant Agreement by reference.
This Stock Grant Agreement (including Exhibits A and B hereto) and the
Plan constitute the entire understanding between you and the Company regarding
your Option. Any other agreements, commitments or negotiations concerning your
Option are superseded.
BY SIGNING THIS STOCK GRANT AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ SECTION 11 OF THE STOCK ACQUISITION AGREEMENT, ENTITLED "PURCHASER'S
INVESTMENT REPRESENTATIONS," AND THAT YOU CAN AND HEREBY DO MAKE THE SAME
REPRESENTATIONS WITH RESPECT TO THE GRANT OF THIS OPTION.
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