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EXHIBIT 99.3
NETWORK APPLIANCE, INC.
STOCK OPTION ASSUMPTION AGREEMENT
WEBMANAGE TECHNOLOGIES, INC.
1997 STOCK OPTION PLAN
OPTIONEE: _______________,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 13th day
of November, 2000.
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of WebManage
Technologies, Inc., a Delaware corporation ("WebManage"), which were granted to
Optionee under WebManage Technologies, Inc. 1997 Stock Option Plan (the "Plan").
WHEREAS, each of those options is evidenced by a Stock Option
Agreement (the "Option Agreement") issued to Optionee under the Plan.
WHEREAS, WebManage has been acquired by Network Appliance, Inc.,
a California corporation ("NetApp"), through the merger of WebManage with and
into NetApp (the "Merger") pursuant to the Agreement and Plan of Merger by and
among NetApp and WebManage, dated August 31, 2000 (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require the
obligations of WebManage under each outstanding option under the Plan to be
assumed by NetApp at the consummation of the Merger and the holder of each
outstanding option to be issued 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 0.02543 of a
share of NetApp common stock ("NetApp Stock") for each outstanding share of
WebManage common stock ("WebManage Stock") (rounded down to the nearest whole
number of shares of NetApp Stock).
WHEREAS, the purpose of this Agreement is to evidence the
assumption by NetApp of the outstanding options held by Optionee at the time of
the consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to those options which have become necessary in connection with
their assumption by NetApp in the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of WebManage Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "WebManage
Options") and the exercise price payable per share are set forth below. NetApp
hereby assumes, as of the Effective Time, all
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the duties and obligations of WebManage under each of the WebManage Options. In
connection with such assumption, the number of shares of NetApp Stock
purchasable under each WebManage Option hereby assumed and the exercise price
payable thereunder have been adjusted to reflect the Exchange Ratio.
Accordingly, the number of shares of NetApp Stock subject to each WebManage
Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per share of NetApp Stock under the assumed
WebManage Option shall also be as indicated for that option below.
WEBMANAGE STOCK OPTIONS NETAPP ASSUMED OPTIONS
# of Shares of WebManage Exercise Price # of Shares Adjusted Exercise
Common Stock per Share of NetApp Price per Share
Common Stock
$ $
2. The intent of the foregoing adjustments to each assumed
WebManage Option is to assure that the spread between the aggregate fair market
value of the shares of NetApp Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will not,
immediately after the consummation of the Merger, be greater than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the WebManage Stock subject to the WebManage 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 WebManage Option immediately
prior to the Merger.
3. Each WebManage Option shall continue to have a maximum term
of ten (10) years from the date of grant, subject to earlier termination (as
provided in the applicable Option Agreement) following Optionee's cessation of
service or employment.
4. The following provisions shall govern each WebManage Option
hereby assumed by NetApp:
(a) Unless the context otherwise requires, all
references in each Option Agreement and the applicable Plan (to
the extent incorporated into such Option Agreement) shall be
adjusted as follows: (i) all references to the "Company" shall
mean NetApp, (ii) all references to "Stock," "Common Stock" or
"Shares" shall mean shares of NetApp Stock, (iii) all references
to the "Board" shall mean the Board of Directors of NetApp and
(iv) all references to the "Committee" shall mean the
Compensation Committee of the NetApp Board of Directors.
(b) Except as modified by this Agreement, the grant date
and the expiration date of each assumed WebManage Option and all
other provisions which govern either the exercise or the
termination of the assumed WebManage Option shall remain the
same as set forth in the Option Agreement applicable to that
option, and the provisions of the applicable Plan and the Option
Agreement
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shall accordingly govern and control Optionee's rights under
this Agreement to purchase NetApp Stock under the assumed
WebManage Option.
(c) Each WebManage Option assumed by NetApp which was
originally designated as an Incentive Stock Option under the
federal tax laws shall retain such Incentive Stock Option status
to the maximum extent allowed by law.
(d) Each WebManage Option hereby assumed by NetApp shall
continue to vest and become exercisable in accordance with the
same installment vesting schedule in effect for that option
under the applicable Option Agreement immediately prior to the
Effective Time; except, that the number of shares subject to
each such installment shall be adjusted to reflect the Exchange
Ratio.
(e) For purposes of applying any and all provisions of
the Option Agreement and the applicable Plan relating to
Optionee's status as an employee or a consultant of WebManage,
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 NetApp or any present
or future majority-owned NetApp subsidiary. Accordingly, the
provisions of the Option Agreement governing the termination of
the assumed WebManage Options upon Optionee's cessation of
service as an employee or a consultant of WebManage shall
hereafter be applied on the basis of Optionee's cessation of
employee or consultant status with NetApp and its subsidiaries,
and each assumed WebManage Option shall accordingly terminate,
within the designated time period in effect under the Option
Agreement for that option, following such cessation of employee
or consultant status.
(f) The adjusted exercise price payable for the NetApp
Stock subject to each assumed WebManage 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 NetApp Stock delivered in
payment of such adjusted exercise price, the period for which
such shares were held as WebManage Stock prior to the Merger
shall be taken into account.
(g) In order to exercise each assumed WebManage Option,
Optionee must deliver to NetApp a written notice of exercise in
which the number of shares of NetApp 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 NetApp Stock and should be delivered
to NetApp at the following address:
Network Appliance, Inc.
000 Xxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
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5. 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.
IN WITNESS WHEREOF, Network Appliance, Inc. has caused this
Stock Option Assumption Agreement to be executed on its behalf by its
duly-authorized officer as of the 13th day of November, 2000.
NETWORK APPLIANCE, INC.
By:
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Name:
Title:
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 WebManage Options hereby assumed by NetApp are as
set forth in the Option Agreement, the applicable Plan and such Stock Option
Assumption Agreement.
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____________________, OPTIONEE
DATED: __________________, 2000
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