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EXHIBIT 99.7
OFFICER GRANT
ACT NETWORKS, INC.
STOCK OPTION AGREEMENT
RECITALS
A. The Compensation Committee of the Board has authorized an option grant to
______________(the "Optionee") in connection with the services he is to perform
for the Corporation (or a Parent or Subsidiary), and this Agreement is intended
to evidence the terms and conditions of that option grant.
B. All capitalized terms in this Agreement shall have the meaning assigned to
them in the attached Appendix.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of the Grant
Date, an option to purchase up to the number of Option Shares specified in the
Grant Notice. The Option Shares shall be purchasable from time to time during
the option term specified in Paragraph 2 at the Exercise Price.
2. OPTION TERM. This option shall have a term of ten (10) years measured from
the Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.
3. LIMITED TRANSFERABILITY. This option shall be neither transferable nor
assignable by Optionee other than by will or by the laws of descent and
distribution following Optionee's death and may be exercised, during Optionee's
lifetime, only by Optionee. However, this option may also be assigned in whole
or in part during the Optionee's lifetime to one or more members of the
Optionee's immediate family or to a trust established exclusively for one or
more such family members. The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in the option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.
4. DATES OF EXERCISE. This option shall become exercisable for the Option Shares
in a series of installments as specified in the Grant Notice. As the option
becomes exercisable for such installments, those installments shall accumulate,
and the option shall remain exercisable for the accumulated installments until
the Expiration Date or sooner termination of the option term under Paragraph 5
or 6.
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5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:
(i) Should Optionee cease to remain in Service for any reason
(other than death, Permanent Disability or Misconduct) while
this option is outstanding, then the period during which this
option may be exercised shall be limited to the one (1)-month
period commencing with the date of such cessation of Service,
but in no event shall this option be exercisable at any time
after the Expiration Date.
(ii) Should Optionee die while holding this option, then the
personal representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to
Optionee's will or in accordance with the laws of descent and
distribution shall have the right to exercise this option. Such
right shall lapse, and this option shall cease to be
outstanding, upon the earlier of (A) the expiration of the
twelve (12)-month period measured from the date of Optionee's
death or (B) the Expiration Date.
(iii) Should Optionee cease Service by reason of Permanent
Disability while this option is outstanding, then the period
during which this option may be exercised shall be limited to
the twelve (12)-month period commencing with the date of such
cessation of Service. In no event shall this option be
exercisable at any time after the Expiration Date.
(iv) Should Optionee's Service be terminated for Misconduct or
should Optionee otherwise engage in any Misconduct while this
option is outstanding, then this option shall terminate
immediately and cease to remain outstanding.
(v) During the limited period of post-Service exercisability,
this option may not be exercised in the aggregate for more than
the number of Option Shares for which this option is
exercisable at the time of Optionee's cessation of Service.
Upon the expiration of such limited exercise period or (if
earlier) upon the Expiration Date, this option shall terminate
and cease to be outstanding for any exercisable Option Shares
for which the option has not otherwise been exercised. To the
extent this option is not exercisable for one or more Option
Shares at the time of Optionee's cessation of Service, this
option shall immediately terminate and cease to be outstanding
with respect to those shares.
(vi) In the event of a Corporate Transaction or Change in
Control, the provisions of Paragraph 6 shall govern the period
for which this option
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is to remain exercisable following Optionee's cessation of
Service and shall supersede any provisions to the contrary in
this Paragraph 5.
6. SPECIAL ACCELERATION OF OPTION.
(a) This option, to the extent outstanding at the time of a Corporate
Transaction but not otherwise fully exercisable for all the Option
Shares, shall automatically accelerate in full so that this option
shall, immediately prior to the effective date of the Corporate
Transaction, become exercisable for all of the Option Shares at the
time subject to this option and may be exercised for any or all of
those Option Shares as fully-vested shares. However, this option shall
NOT become exercisable on such an accelerated basis if and to the
extent: (i) this option is assumed by the successor corporation (or
parent thereof) in the Corporate Transaction or (ii) this option is to
be replaced with a cash incentive program of the successor corporation
which preserves the spread existing at the time of the Corporate
Transaction on any Option Shares for which this option is not at that
time exercisable (the excess of the Fair Market Value of those Option
Shares over the Exercise Price payable for such shares) and provides
for subsequent payout in accordance with the same installment Exercise
Schedule applicable to those Option Shares as set forth in the Grant
Notice.
(b) Immediately following the Corporate Transaction, this option shall
terminate and cease to be outstanding, except to the extent assumed by
the successor corporation (or parent thereof) in connection with the
Corporate Transaction.
(c) Upon an Involuntary Termination of Optionee's Service within
eighteen (18) months following (i) a Corporate Transaction in which
this option is assumed or (ii) a Change in Control, this option, to
the extent outstanding at that time but not otherwise fully
exercisable for all the Option Shares, shall automatically accelerate
in full so that this option shall become immediately exercisable for
all of the Option Shares at the time subject to this option and may be
exercised for any or all of those Option Shares as fully-vested
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 (I)-year period measured from the effective date
of the Involuntary Termination, whereupon the option shall terminate
and cease to be outstanding.
(d) If this option is assumed in connection with a Corporate
Transaction or otherwise continued in full force and effect following
a Change in Control, then this option shall be appropriately adjusted,
immediately after such Corporate Transaction or Change in Control, to
apply to the number and class of securities which would have been
issuable to Optionee in consummation of such Corporate Transaction or
Change in Control had the option been exercised immediately prior to
such Corporate Transaction or Change in Control, and appropriate
adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same.
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(e) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets.
7. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the total number and/or class of securities
subject to this option and (ii) the Exercise Price in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.
8. STOCKHOLDER RIGHTS. The holder of this option shall not have any stockholder
rights with respect to the Option Shares until such person shall have exercised
the option, paid the Exercise Price and become a holder of record of the
purchased shares.
9. MANNER OF EXERCISING OPTION.
(a) In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must
take the following actions:
(i) Execute and deliver to the Corporation a Notice of Exercise
for the Option Shares for which the option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares
in one or more of the following forms:
(A) cash or check made payable to the Corporation;
(B) shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the
requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting
purposes and valued at Fair Market Value on the
Exercise Date; or
(C) through a special sale and remittance procedure
pursuant to which Optionee (or any other person or
persons exercising the option) shall concurrently
provide irrevocable instructions (1) to a Corporation-
designated brokerage firm to effect the immediate sale
of the purchased shares and remit to the Corporation,
out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased shares plus all
applicable Federal, state and
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local income and employment taxes required to be
withheld by the Corporation by reason of such exercise
and (11) to the Corporation to deliver the
certificates for the purchased shares directly to such
brokerage firm in order to complete the sale.
Except to the extent the sale and remittance procedure
is utilized in connection with the option exercise,
payment of the Exercise Price must accompany the
Notice of Exercise or Purchase Agreement delivered to
the Corporation in connection with the option
exercise.
(iii) Furnish to the Corporation appropriate documentation that
the person or persons exercising the option (if other than
Optionee) have the right to exercise this option.
(iv) Make appropriate arrangements with the Corporation (or
Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all Federal, state and local income and
employment tax withholding requirements applicable to the
option exercise.
(b) As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option
Shares, with the appropriate legends affixed thereto.
(c) In no event may this option be exercised for any fractional
shares.
10. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating thereto
and with all applicable regulations of any stock exchange (or the
Nasdaq National Market, if applicable) on which the Common Stock may
be listed for trading at the time of such exercise and issuance.
(b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock pursuant
to this option shall relieve the Corporation of any liability with
respect to the non-issuance or sale of the Common Stock as to which
such approval shall not have been obtained. The Corporation, however,
shall use its best efforts to obtain all such approvals.
11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the
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Corporation and its successors and assigns and Optionee, Optionee's assigns and
the legal representatives, heirs and legatees of Optionee's estate.
12. NOTICES. Any notice required to be given or delivered to the Corporation
under the terms of this Agreement shall be in writing and addressed to the
Corporation at its principal corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
13. CONSTRUCTION. This Agreement and the option evidenced hereby are made and
granted pursuant to the Plan and are in all respects limited by and subject to
the terms of the Plan. All decisions of the Plan Administrator with respect to
any question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in this option.
14. GOVERNING LAW. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
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EXHIBIT I
NOTICE OF EXERCISE
I hereby notify ACT Networks, Inc. (the "Corporation") that I elect to purchase
shares of the Corporation's Common Stock (the "Purchased Shares") at the option
exercise price of $__ per share (the "Exercise Price") pursuant to that certain
option (the "Option") granted to me on February 23, 1999.
Concurrently with the delivery of this Exercise Notice to the Corporation, I
shall hereby pay to the Corporation the Exercise Price for the Purchased Shares
in accordance with the provisions of my agreement with the Corporation (or other
documents) evidencing the Option and shall deliver whatever additional documents
may be required by such agreement as a condition for exercise. Alternatively, I
may utilize the special broker-dealer sale and remittance procedure specified in
my agreement to effect payment of the Exercise Price for one or more Purchased
Shares.
______________________199__
Date
__________________________________
Address:__________________________________
Print name in exact manner
it is to appear on the
stock certificate: ______________________________________
Address to which certificate
is to be sent, if different
from address above: ______________________________________
Social Security Number: ______________________________________
Employee Number: ______________________________________
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APPENDIX
The following definitions shall be in effect under the Agreement:
A. AGREEMENT shall mean this Stock Option Agreement.
B. BOARD shall mean the Corporation's Board of Directors.
C. CHANGE IN CONTROL shall mean either of the following changes in control or
ownership of the Corporation:
(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.
D. CODE shall mean the Internal Revenue Code of 1986, as amended.
E. COMMON STOCK shall mean the Corporation's common stock.
F. CORPORATE TRANSACTION shall mean either of the following stockholder-approved
transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing more than
filly percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different
from the persons holding those securities immediately prior to such
transaction, or
(ii) the sale, transfer or other disposition of all or substantially all of
the Corporation's assets in complete liquidation or dissolution of the
Corporation.
G. CORPORATION shall mean ACT Networks, Inc., a Delaware corporation.
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H. EMPLOYEE shall mean an individual who is in the employ of the Corporation (or
any Parent or Subsidiary), subject to the control and direction of the employer
entity as to both the work to be performed and the manner and method of
performance.
I. EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.
J. EXERCISE PRICE shall mean the exercise price per share as specified in the
Grant Notice.
K. EXERCISE SCHEDULE shall mean the installment schedule specified in the Grant
Notice pursuant to which the option is to become exercisable for the Option
Shares in a series of installments over Optionee's period of Service.
L. EXPIRATION DATE shall mean the date on which the option expires as specified
in the Grant Notice.
M. FAIR MARKET VALUE per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as the price is reported by
the National Association of Securities Dealers on the Nasdaq National
Market. If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question on the Stock Exchange determined by
the Plan Administrator to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on
such exchange. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.
N. GRANT DATE shall mean the date of grant of the option as specified in the
Grant Notice.
O. GRANT NOTICE shall mean the Notice of Grant of Stock Option accompanying the
Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.
P. INVOLUNTARY TERMINATION shall mean the termination of Optionee's Service
which occurs by reason of:
(i) Optionee's involuntary dismissal or discharge by the Corporation for
reasons other than Misconduct, or
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(ii) Optionee's voluntary resignation following (A) a change in Optionee's
position with the Corporation (or Parent or Subsidiary employing Optionee)
which materially reduces Optionee's duties and responsibilities, (B) a
reduction in Optionee's level of compensation (including base salary,
fringe benefits and target bonuses under any corporate performance-based
bonus or incentive programs) by more than fifteen percent (15%) or (C) a
relocation of Optionee's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by
the Corporation without Optionee's consent.
Q. MISCONDUCT shall mean the commission of any act of fraud, embezzlement or
dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).
R. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.
S. NOTICE OF EXERCISE shall mean the notice of exercise in the form attached
hereto as Exhibit 1.
T. OPTION SHARES shall mean the number of shares of Common Stock subject to the
option as specified in the Grant Notice.
U. OPTIONEE shall mean Mario Uribe, the person to whom the option is granted as
specified in the Grant Notice.
V. PARENT shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations ending with the Corporation, provided each corporation in
the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
W. PERMANENT DISABILITY shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which is expected to result in death or has lasted or can be
expected to last for a continuous period of twelve (12) months or more.
X. PLAN shall mean the this Stock Option Agreement and the Grant Notice.
Y. PLAN ADMINISTRATOR shall mean the Compensation Committee of the Board acting
its capacity as administrator of the Plan.
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Z. SERVICE shall mean the Optionee's performance of services for the Corporation
(or any Parent or Subsidiary) in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent advisor.
AA. STOCK EXCHANGE shall mean the American Stock Exchange or the New York Stock
Exchange.
BB. SUBSIDIARY shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. If this option is designated a Non-Statutory Option
in the Grant Notice, Subsidiary shall also include any corporation, partnership,
joint-venture or other business entity in which the Corporation owns, directly
or indirectly, stock or a capital or profit interest.
