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EXHIBIT 99.17
FORM OF ADDENDUM TO STOCK OPTION AGREEMENT (INVOLUNTARY TERMINATION
FOLLOWING A CHANGE IN CONTROL) FOR MESSRS. SADR AND XXXXXXX
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement dated February __,
2000 (the "Option Agreement") by and between ACT Networks, Inc. (the
"Corporation") and ____________ ("Optionee") evidencing the stock option (the
"Option") granted on such date to Optionee. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to them in the Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CHANGE IN CONTROL
1. The Option Shares shall not vest, and the Corporation's
repurchase rights shall not lapse, on an accelerated basis upon the occurrence
of a Change in Control, and the Option Shares shall, over Optionee's period of
Service following the Change in Control, continue to vest in one or more
installments in accordance with the provisions of the Option Agreement. However,
immediately upon an Involuntary Termination of Optionee's Service within
eighteen (18) months following the Change in Control, all the Option Shares at
the time subject to the Option but not otherwise vested shall automatically vest
in full and the Corporation's repurchase rights shall immediately lapse so that
the Option shall immediately become exercisable for all of the Option Shares as
fully-vested shares and may be exercised for any or all of those vested Option
Shares. The Option shall remain exercisable for such vested Option Shares until
the earlier of (i) the Expiration Date or (ii) the expiration of the one
(1)-year period measured from the effective date of the Involuntary Termination,
whereupon the Option shall terminate and cease to be outstanding.
2. For purposes of this Addendum, a CHANGE IN CONTROL shall be
deemed to occur in the event of a change in ownership or control of the
Corporation effected through either of the following transactions:
(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities
pursuant to a tender or exchange offer made directly to the
Corporation's stockholders, or
(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or
(B) have been elected or nominated for election as Board members during
such period by at least a majority of the Board members described in
clause (A) who were still in office at the time such election or
nomination was approved by the Board.
3. The provisions of Paragraph 1 of this Addendum shall govern
the period for which the option is to remain exercisable following the
Involuntary Termination of Optionee's Service within eighteen (18) months after
the Change in Control and shall supersede any provisions to the contrary in the
Option Agreement.
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IN WITNESS WHEREOF, ACT Networks, Inc. has caused this Addendum
to be executed by its duly-authorized officer as of the Effective Date specified
below.
ACT NETWORKS, INC.
By:
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Title: CEO and President
Optionee:
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Address:
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EFFECTIVE DATE: FEBRUARY __, 2000
