<PAGE> 1
As filed with the Securities and Exchange Commission on July 16, 1999
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0059951
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
GEOTEL 1995 STOCK OPTION PLAN
GEOTEL 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
---------------------
(Full title of the Plans)
JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Name and address of agent for service)
(408) 526-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ -------- ------------
<S> <C> <C> <C> <C>
GeoTel 1995 Stock Option Plan 4,090,852 11.45 46,840,256 $13,022
- -----------------------------
Common Stock
GeoTel 1998 Non-Executive Employee
- ----------------------------------
Stock Option Plan 2,033,105 30.32 61,643,744 $17,137
- -----------------
Common Stock
Aggregate Registration Fee $30,159
==============================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the GeoTel 1995
Stock Option Plan or the GeoTel 1998 Non-Executive Employee Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Cisco Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 25, 1998 filed with the Commission on September 25,
1998, pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(b) The Registrant's Current Reports on Form 8-K filed with the
Commission on October 13, 1998, November 20, 1998 (for period
date November 2, 1998), November 20, 1998 (for period date
November 4, 1998), May 14, 1999, and July 2, 1999;
(c) The Registrant's Quarterly Reports on Form 10-Q for the periods
ending October 24, 1998, and May 1, 1999, filed with the
Commission on December 8, 1998, and June 15, 1999, respectively;
and the Registrants Quarterly Report on Form 10-Q for the period
ending January 23, 1999, filed with the Commission on March 9,
1999, as amended on Form 10-Q/A on May 14, 1999;
(d) The Registrant's Registration Statement No. 000-18225 on Form
8-A filed with Commission on January 11, 1990, together with
Amendment No. 1 on Form 8-A/A filed with the Commission on
February 15, 1990, and including any other amendments or reports
filed for the purpose of updating such description, in which
there is described the terms, rights and provisions applicable
to the Registrant's Common Stock, and;
(e) The Registrant's Registration Statement No. 000-18225 on Form
8-A filed with the Commission on June 11, 1998, including any
amendments or reports filed for the purpose of updating such
description, in which there is described the terms, rights and
provisions applicable to the Registrant's Preferred Stock
Purchase Rights.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 317 of the California Corporations Code authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
II-1
<PAGE> 3
(including reimbursement of expenses incurred) under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, (the "1933
Act"). The Registrant's Restated Articles of Incorporation, as amended, and
Amended and Restated Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders.
Reference is made to Registrant's Registration Statements
No. 000-18225 on Form 8-A, together with the amendments
and exhibits thereto, which are incorporated herein by
reference pursuant to Items 3(d) and 3(e).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 GeoTel 1995 Stock Option Plan.
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Nonstatutory Stock Option Agreement.
99.4 GeoTel 1998 Non-Executive Employee Stock Option Plan.
99.5 Form of Stock Option Agreement.
99.6 Form of Option Assumption Agreement.
99.7 Form of Option Assumption Agreement-Acceleration.
99.8 Form of Option Assumption Agreement-Performance
Acceleration.
99.9 Form of Option Assumption Agreement-Performance.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
GeoTel 1995 Stock Option Plan or the GeoTel 1998 Non-Executive Employee Stock
Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in
II-2
<PAGE> 4
Item 6 or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California on this
16th day of July, 1999.
CISCO SYSTEMS, INC.
By: /s/John T. Chambers
---------------------------------------------
John T. Chambers
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John T. Chambers and Larry R.
Carter, and each of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/John T. Chambers President, Chief Executive July 16, 1999
- ----------------------------- Office and Director
John T. Chambers (Principal Executive Officer)
/s/Larry R. Carter Senior Vice President, Finance July 16, 1999
- ----------------------------- and Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting Officer)
/s/John P. Morgridge Chairman of the Board and July 16, 1999
- ----------------------------- Director
John P. Morgridge
/s/Donald T. Valentine Vice Chairman of the Board and July 16, 1999
- ----------------------------- Director
Donald T. Valentine
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C>
/s/James F. Gibbons Director July 16, 1999
- -----------------------------
James F. Gibbons
/s/Robert L. Puette Director July 16, 1999
- -----------------------------
Robert L. Puette
Director July __, 1999
- -----------------------------
Masayoshi Son
/s/Steven M. West Director July 16, 1999
- -----------------------------
Steven M. West
/s/Edward R. Kozel Director July 16, 1999
- -----------------------------
Edward R. Kozel
Director July __, 1999
- -----------------------------
Carol A. Bartz
/s/James C. Morgan Director July 16, 1999
- -----------------------------
James C. Morgan
/s/Mary Cirillo Director July 16, 1999
- -----------------------------
Mary Cirillo
/s/Arun Sarin Director July 16, 1999
- -----------------------------
Arun Sarin
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders.
Reference is made to Registrant's Registration Statements
No. 000-18225 on Form 8-A, together with the amendments
and exhibits thereto, which are incorporated herein by
reference pursuant to Items 3(d) and 3(e).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 GeoTel 1995 Stock Option Plan.
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Nonstatutory Stock Option Agreement.
99.4 GeoTel 1998 Non-Executive Employee Stock Option Plan.
99.5 Form of Stock Option Agreement.
99.6 Form of Option Assumption Agreement.
99.7 Form of Option Assumption Agreement-Acceleration.
99.8 Form of Option Assumption Agreement-Performance
Acceleration.
99.9 Form of Option Assumption Agreement-Performance.
<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 16, 1999
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706
Re: Cisco Systems, Inc. - Registration Statement for
Offering of an Aggregate of 6,123,957 Shares of Common
Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an aggregate of 6,123,957 shares of common stock (the "Shares") and related
stock options under (i) the GeoTel Stock Option Plan and (ii) the GeoTel 1998
Non-Executive Employee Stock Option Plan (together, the "Plans"). This opinion
is being furnished in accordance with the requirements of Item 8 of Form S-8 and
Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the assumption of
the Plans and the options outstanding thereunder. Based on such review, we are
of the opinion that if, as and when the Shares are issued and sold (and the
consideration therefor received) pursuant to the provisions of option agreements
duly authorized under the Plans and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the Shares.
Very truly yours,
/S/BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (GeoTel options) of our report dated August 4, 1998
relating to the financial statements, which appears in the 1998 Annual Report to
Shareholders of Cisco Systems, Inc. which is incorporated by reference in Cisco
Systems, Inc.'s Annual Report on Form 10-K for the year ended July 25, 1998. We
also consent to the incorporation by reference of our report dated August 4,
1998 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
San Jose, California
July 16, 1999
<PAGE> 1
EXHIBIT 99.1
SECOND AMENDED AND RESTATED
GEOTEL COMMUNICATIONS CORPORATION
1995 STOCK OPTION PLAN
(AS AMENDED AUGUST 5, 1996 AND AUGUST 31, 1998)
1. Purpose of the Plan.
This stock option plan (the "Plan") is intended to provide incentives:
(a) to the officers and other employees of Geotel Communications Corporation
(the "Company") and any present or future subsidiaries of the Company by
providing them with opportunities to purchase stock in the Company pursuant to
options granted hereunder which qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO"
or "ISOs"); and (b) to officers, employees, consultants and directors of the
Company and any present or future subsidiaries by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified
Options"). As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code and the Treasury Regulations promulgated
thereunder (the "Regulations").
2. Stock Subject to the Plan.
(a) The initial maximum number of shares of common stock,
par value $.01 per share, of the Company ("Common Stock") available for stock
options granted under the Plan through the end of the Company's fiscal year
ending December 31, 1996 shall be 1,335,652 shares of Common Stock. The number
of shares of Common Stock available for grants of stock options under this Plan
shall be increased by the number of shares of Common Stock repurchased from time
to time by the Company under the Company's 1993 Restricted Stock Purchase Plan.
In addition, effective January 1, 1997 and each January 1 thereafter during the
term of this Plan, the number of shares of Common Stock available for grants of
stock options under this Plan shall be increased cumulatively by 4% of the total
number of issued and outstanding shares of Common Stock (including shares held
in treasury) as of the close of business on December 31 of the preceding year.
Notwithstanding the foregoing, the maximum cumulative number of shares of Common
Stock available for grants of stock options under the Plan shall be 6,000,000.
The maximum number of shares of Common Stock available for grants shall be
subject to adjustment in accordance with Section 11 thereof. Shares issued under
the Plan may be authorized but unissued shares of Common Stock or shares of
Common Stock held in treasury.
(b) To the extent that any stock option shall lapse,
terminate, expire or otherwise be cancelled without the issuance of shares of
Common Stock, the shares of Common Stock covered by such option(s) shall again
be available for the granting of stock options.
(c) Common Stock issuable under the Plan may be subject to
such restrictions on transfer, repurchase rights or other restrictions as shall
be determined by the Committee (as defined in Section 3 below).
3. Administration of the Plan.
(a) The Plan shall be administered by a committee (the
"Committee") consisting of two or more members of the Company's Board of
Directors, each of whom is a disinterested person as defined from time to time
in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"). The Board of Directors may from time to time appoint a member
or members of the Committee in substitution for or in addition to the member or
members then in office and may fill vacancies on the Committee however caused.
The Committee shall choose one of its members as Chairman and shall hold
<PAGE> 2
meetings at such times and places as it shall deem advisable. A majority of the
members of the Committee shall constitute a quorum and any action may be taken
by a majority of those present and voting at any meeting. Any action may also be
taken without the necessity of a meeting by a written instrument signed by a
majority of the Committee. The decision of the Committee as to all questions of
interpretation and application of the Plan shall be final, binding and
conclusive on all persons. The Committee shall have the authority to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement granted hereunder in the manner and to the extent it shall
deem expedient to carry the Plan into effect and shall be the sole and final
judge of such expediency. No Committee member shall be liable for any action or
determination made in good faith. Prior to the date of the registration of an
equity security of the Company under Section 12 of the Exchange Act, the Plan
may be administered by the Board of Directors and in such event all references
in this Plan to the Committee shall be deemed to mean the Board of Directors.
(b) Subject to the terms of the Plan, the Committee shall
have the authority to (i) determine the employees of the Company and its
subsidiaries (from among the class of employees eligible under Section 4 to
receive ISOs) to whom ISOs may be granted, and to determine (from the class of
individuals eligible under Section 4 to receive Non-Qualified Options) to whom
Non-Qualified Options may be granted; (ii) determine the time or times at which
options may be granted; (iii) determine the option price of shares subject to
each option which price shall not be less than the minimum price specified in
Section 6; (iv) determine whether each option granted shall be an ISO or a
Non-Qualified Option; (v) determine (subject to Section 9) the time or times
when each option shall become exercisable and the duration of the exercise
period; (vi) determine whether restrictions such as repurchase options are to be
imposed on shares subject to options and the nature of such restrictions; and
(vii) determine the size of any Options under the Plan, taking into account the
position or office of the optionee with the Company, the job performance of the
optionee and such other factors as the Committee may deem relevant in the good
faith exercise of its independent business judgment.
4. Eligibility.
Options designated as ISOs may be granted only to officers and other
employees of the Company or any subsidiary. Non-Qualified Options may be granted
to any officer, employee, consultant or director of the Company or of any of its
subsidiaries.
In determining the eligibility of an individual to be granted an option,
as well as in determining the number of shares to be optioned to any individual,
the Committee shall take into account the position and responsibilities of the
individual being considered, the nature and value to the Company or its
subsidiaries of his or her service and accomplishments, his or her present and
potential contribution to the success of the Company or its subsidiaries, and
such other factors as the Committee may deem relevant.
No option designated as an ISO shall be granted to any employee of the
Company or any subsidiary if such employee owns, immediately prior to the grant
of an option, stock representing more than 10% of the voting power or more than
10% of the value of all classes of stock of the Company or a parent or a
subsidiary, unless the purchase price for the stock under such option shall be
at least 110% of its fair market value at the time such option is granted and
the option, by its terms, shall not be exercisable more than five years from the
date it is granted. In determining the stock ownership under this paragraph, the
provisions of Section 424(d) of the Code shall be controlling. In determining
the fair market value under this paragraph, the provisions of Section 6 hereof
shall apply.
5. Option Agreement.
Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other
<PAGE> 3
terms, provisions and conditions which are not inconsistent with the Plan as may
be determined by the Committee, provided that options designated as ISOs shall
meet all of the conditions for ISOs as defined in Section 422 of the Code. The
date of grant of an option shall be as determined by the Committee. More than
one option may be granted to an individual.
6. Option Price.
The option price or prices of shares of the Company's Common Stock for
options designated as Non-Qualified Options shall be as determined by the
Committee, but in no event shall the option price be less than the minimum legal
consideration required therefor under the laws of the State of Delaware or the
laws of any jurisdiction in which the Company or its successors in interest may
be organized. The option price or prices of shares of the Company's Common Stock
for ISOs shall be the fair market value of such Common Stock at the time the
option is granted as determined by the Committee in accordance with the
Regulations promulgated under Section 422 of the Code. If such shares are then
listed on any national securities exchange, the fair market value shall be the
mean between the high and low sales prices, if any, on such exchange on the
business day immediately preceding the date of the grant of the option or, if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales prices on the nearest date before and the nearest date
after the date of grant in accordance with Treasury Regulations Section
25.2512-2. If the shares are not then listed on any such exchange, the fair
market value of such shares shall be the mean between the high and low sales
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System National Market System ("NASDAQ/NMS") for the
business day immediately preceding the date of the grant of the option, or, if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2. If
the shares are not then either listed on any such exchange or quoted in
NASDAQ/NMS, the fair market value shall be the mean between the average of the
"Bid" and the average of the "Ask" prices, if any, as reported in the National
Daily Quotation Service for the business day immediately preceding the date of
the grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in good
faith by the Committee.
7. Manner of Payment; Manner of Exercise.
(a) Options granted under the Plan may provide for the
payment of the exercise price by delivery of (i) cash or a check payable to the
order of the Company in an amount equal to the exercise price of such options,
(ii) shares of Common Stock of the Company owned by the optionee having a fair
market value equal in amount to the exercise price of the options being
exercised, or (iii) any combination of (i) and (ii), provided, however, that
payment of the exercise price by delivery of shares of Common Stock of the
Company owned by such optionee may be made only under such circumstances and on
such terms as may from time to time be established by the Committee. The fair
market value of any shares of the Company's Common Stock which may be delivered
upon exercise of an option shall be determined by the Committee in accordance
with Section 6 hereof. With the consent of the Committee, payment may also be
made by delivery of a properly executed exercise notice to the Company, together
with a copy of irrevocable instruments to a broker to deliver promptly to the
Company the amount of sale or loan proceeds to pay the exercise price. To
facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.
(b) To the extent that the right to purchase shares under an
option has accrued and is in effect, options may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (a) above. Upon such
exercise, delivery of a certificate for paid-up non-assessable shares
<PAGE> 4
shall be made at the principal office of the Company to the person or persons
exercising the option at such time, during ordinary business hours, after ten
business days from the date of receipt of the notice by the Company, as shall be
designated in such notice, or at such time, place and manner as may be agreed
upon by the Company and the person or persons exercising the option.
8. Exercise of Options.
Subject to the provisions of paragraphs 9 through 11, each option
granted under the Plan shall be exercisable as follows:
(a) Vesting. The option shall either be fully exercisable on
the date of grant or shall become exercisable thereafter in such installments as
the Committee may specify.
(b) Full Vesting of Installments. Once an installment
becomes exercisable it shall remain exercisable until expiration or termination
of the option, unless otherwise specified by the Committee.
(c) Partial Exercise. Each option or installment may be
exercised at any time or from time to time, in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.
(d) Acceleration of Vesting. The Committee shall have the
right to accelerate the date of exercise of any installment or any option;
provided that the Committee shall not, without the consent of an optionee,
accelerate the exercise date of any installment of any option granted to any
employee as an ISO if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code.
9. Term of Options; Exercisability.
(a) Term. Each option shall expire not more than ten (10)
years from the date of the granting thereof, but shall be subject to earlier
termination as may be provided in the Agreement.
(b) Exercisability. Except as otherwise provided in the
Agreement, an option granted to an employee optionee who ceases to be an
employee of the Company or one of its subsidiaries shall be exercisable only to
the extent that the right to purchase shares under such option has accrued and
is in effect on the date such optionee ceases to be an employee of the Company
or one of its subsidiaries.
10. Options Not Transferable.
The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise than by will
or the laws of descent and distribution, or (solely with respect to
Non-Qualified Options) pursuant to a qualified domestic relations order, as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, and any such option shall be exercisable during the
lifetime of such optionee only by him. Any option granted under the Plan shall
be null and void and without effect upon the bankruptcy of the optionee to whom
the option is granted, or upon any attempted assignment or transfer, except as
herein provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, divorce, except as provided above with respect to Non-Qualified
Options, trustee process or similar process, whether legal or equitable, upon
such option.
11. Adjustments. Upon the occurrence of any of the following events,
an optionee's rights with respect to options granted to him or her hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such option:
(a) Stock Dividends and Stock Splits. If the shares of
Common Stock shall be subdivided or combined into a greater or smaller number of
shares or if the Company shall issue any shares of Common
<PAGE> 5
Stock as a stock dividend on its outstanding Common Stock, the number of shares
of Common Stock deliverable upon the exercise of options shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be
made in the purchase price per share to reflect such subdivision, combination or
stock dividend.
(b) Consolidations or Mergers. If the Company is to be
consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise (an "Acquisition"), the
Committee or the board of directors of any entity assuming the obligations of
the Company hereunder (the "Successor Board"), shall, as to outstanding options,
make appropriate provisions for the continuation of such options by substituting
on an equitable basis for the shares then subject to such options the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition.
(c) Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph (b) above) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an option shall be entitled to receive
for the purchase price paid upon such exercise the securities he would have
received if he had exercised his option prior to such recapitalization or
reorganization.
(d) Modification of ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs (a), (b) or (c) with respect to ISOs
shall be made only after the Committee, after consulting with counsel for the
Company, determines whether such adjustments would constitute a "modification"
of such ISOs (as that term is defined in Section 424 of the Code) or would cause
any adverse tax consequences for the holders of such ISOs. If the Committee
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments.
(e) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, each option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.
(f) Issuances of Securities. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.
(g) Fractional Shares. No fractional shares shall be issued
under the Plan and the optionee shall receive from the Company cash in lieu of
such fractional shares.
(h) Adjustments. Upon the happening of any of the events
described in subparagraphs (a), (b) or (c) above, the class and aggregate number
of shares set forth in Section 2 hereof that are subject to options which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this paragraph 11 and, subject to Section 3, its determination
shall be conclusive.
If any person or entity owning restricted Common Stock obtained by
exercise of an option made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs (a), (b) or
(c) above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Committee or
the Successor Board.
<PAGE> 6
12. No Special Employment Rights.
Nothing contained in the Plan or in any option granted under the Plan
shall confer upon any option holder any right with respect to the continuation
of his employment by the Company (or any subsidiary) or interfere in any way
with the right of the Company (or any subsidiary), subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the rate in existence at the time of the grant of an option. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.
13. Withholding.
The Company's obligation to deliver shares upon the exercise of any
option granted under the Plan shall be subject to the option holder's
satisfaction of all applicable Federal, state and local income, excise and
employment tax withholding requirements. The Company and employee may agree to
withhold shares of Common Stock purchased upon exercise of an option to satisfy
the above-mentioned withholding requirements. With the approval of the
Committee, which it shall have sole discretion to grant, and on such terms and
conditions as the Committee may impose, the option holder may satisfy the
foregoing condition by electing to have the Company withhold from delivery
shares having a value equal to the amount of tax to be withheld. The Committee
shall also have the right to require that shares be withheld from delivery to
satisfy such condition.
14. Restrictions on Issue of Shares.
(a) Notwithstanding the provisions of Section 7, the Company
may delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:
(i) The shares with respect to which such option has
been exercised are at the time of the issue of such shares effectively
registered or qualified under applicable Federal and state securities acts now
in force or as hereafter amended; or
(ii) Counsel for the Company shall have given an
opinion, which opinion shall not be unreasonably conditioned or withheld, that
such shares are exempt from registration and qualification under applicable
Federal and state securities acts now in force or as hereafter amended.
(b) It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that the Company
shall be under no obligation to qualify shares or to cause a registration
statement or a post-effective amendment to any registration statement to be
prepared for the purpose of covering the issue of shares in respect of which any
option may be exercised, except as otherwise agreed to by the Company in
writing.
15. Purchase for Investment; Rights of Holder on Subsequent
Registration.
Unless the shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, the Company shall be under no obligation to
issue any shares covered by any option unless the person who exercises such
option, in whole or in part, shall give a written representation and undertaking
to the Company which is satisfactory in form and scope to counsel for the
Company and upon which, in the opinion of such counsel, the Company may
reasonably rely, that he or she is acquiring the shares issued pursuant to such
exercise of the option for his or her own account as an investment and not with
a view to, or for sale in connection with, the distribution of any such shares,
and that he or she will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the
<PAGE> 7
Securities Act of 1933, or any other applicable law, and that if shares are
issued without such registration, a legend to this effect may be endorsed upon
the securities so issued. In the event that the Company shall, nevertheless,
deem it necessary or desirable to register under the Securities Act of 1933 or
other applicable statutes any shares with respect to which an option shall have
been exercised, or to qualify any such shares for exemption from the Securities
Act of 1933 or other applicable statutes, then the Company may take such action
and may require from each optionee such information in writing for use in any
registration statement, supplementary registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors and controlling persons from such holder against all losses, claims,
damages and liabilities arising from such use of the information so furnished
and caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made.
16. Loans.
The Company may make loans to optionees to permit them to exercise
options. If loans are made, the requirements of all applicable Federal and state
laws and regulations regarding such loans must be met.
17. Modification of Outstanding Options.
The Committee may authorize the amendment of any outstanding option with
the consent of the optionee when and subject to such conditions as are deemed to
be in the best interests of the Company and in accordance with the purposes of
this Plan.
18. Approval of Shareholders.
The Plan shall be subject to approval by the vote of shareholders
holding at least a majority of the voting stock of the Company voting in person
or by proxy at a duly held shareholders' meeting, or by written consent of
shareholders holding at least a majority of the voting stock of the Company,
within twelve (12) months after the adoption of the Plan by the Board of
Directors and shall take effect as of the date of adoption by the Board of
Directors upon such approval. The Committee may grant options under the Plan
prior to such approval, but any such option shall become effective as of the
date of grant only upon such approval and, accordingly, no such option may be
exercisable prior to such approval.
19. Termination and Amendment.
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of Directors of the Company. The Board of Directors may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in this Section 19, the Board of
Directors may not, without the approval of the shareholders of the Company
obtained in the manner stated in Section 18, increase the maximum number of
shares for which options may be granted or change the designation of the class
of persons eligible to receive options under the Plan, or make any other change
in the Plan which requires shareholder approval under applicable law or
regulations, including any approval requirement which is a prerequisite for
exemptive relief under Section 16 of the Exchange Act. The Committee may grant
options to persons subject to Section 16(b) of the Exchange Act after an
amendment to the Plan by the Board of Directors requiring shareholder approval
under Section 19, but any such option shall become effective as of the date of
grant only upon such approval and, accordingly, no such option may be
exercisable prior to such approval. The Committee may terminate, amend or modify
any outstanding option without the consent of the option holder, provided,
however, that, except as provided in Section 11, without the consent of the
optionee, the Committee shall not change the number of shares subject to an
option, nor the exercise price thereof, nor extend the term of such option.
<PAGE> 8
20. Compliance with Rule 16b-3.
It is intended that the provisions of the Plan and any option granted
hereunder to a person subject to the reporting requirements of Section 16(a) of
the Exchange Act shall comply in all respects with the terms and conditions of
Rule 16b-3 under the Exchange Act, or any successor provisions, to the extent
the Company has any equity security registered pursuant to Section 12 of the
Exchange Act. Any agreement granting options shall contain such provisions as
are necessary or appropriate to assure such compliance. To the extent that any
provision hereof is found not to be in compliance with such Rule, such provision
shall be deemed to be modified so as to be in compliance with such Rule, or if
such modification is not possible, shall be deemed to be null and void, as it
relates to a recipient subject to Section 16(a) of the Exchange Act.
21. Reservation of Stock.
The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.
22. Limitation of Rights in the Option Shares.
An optionee shall not be deemed for any purpose to be a shareholder of
the Company with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
23. Notices.
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.
Approved by the Directors: August 5, 1996
Approved by the Stockholders: August 5, 1996
<PAGE> 1
EXHIBIT 99.2
GEOTEL COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION
AGREEMENT entered into this ______ day of ______ 19__ by and between
GeoTel Communications Corporation, a Delaware corporation with a principal place
of business in Lowell, Massachusetts (the Company ), and the undersigned
employee of the Company (the "Optionee").
WHEREAS, the Company desires to grant the Optionee an incentive stock
option under the Company's 1995 Stock Option Plan (the "Plan") to acquire shares
of the Company's common stock, $.01 par value per share (the "Common Stock").
WHEREAS, Section 5 of the Plan provides that each option is to be
evidenced by an option agreement, setting forth the terms and conditions of the
option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option. The Company hereby irrevocably grants under the
Plan and subject to the terms and conditions of the Plan to the Optionee an
incentive stock option (the "Option") to purchase all or any part of an
aggregate of ______ shares of Common Stock (the "Shares") on the terms and
conditions hereinafter set forth.
2. Purchase Price. The purchase price (the "Purchase Price") for
the Shares covered by the Option shall be $____ per Share.
3. Time of Exercise of Option.
(a) The Option shall not be exercisable prior to the first
anniversary of the date of this Agreement. Upon the anniversary date, 25% of the
Option shall be exercisable and thereafter, subject to the provisions of this
Agreement (including Section 3(b) below), the Option shall only be exercisable
in increments of 1/48th (one forty-eighth) of the total shares represented by
the Option per month until the Option is exercisable in full.
(b) Notwithstanding any other provisions of this section
(but subject to the provision at the end of this subsection), in the event of a
Change in Control, each Optionee with a minimum of six months service will
automatically receive twelve months accelerated Vesting; in the event of a
Change in Control of the Company not approved by the Board of Directors prior to
such Change of Control all of the Shares shall be fully Vested immediately upon
such Change of Control; provided, however, should any transaction occur which is
intended to be accounted for as a "pooling of interests" under generally
accepted accounting principles and the provisions of this Section 3(b) would
preclude accounting for the transaction as a "pooling of interests" as
determined by the Board Of Directors upon advice
<PAGE> 2
from the Company's Independent Public Accountants then this Section 3(b) will be
null. For purposes of this Agreement a "Change of Control" shall be deemed to
have occurred if any of the following conditions have occurred: (1) the merger
or consolidation of the Company with another entity other than with a subsidiary
or an affiliate, where the Company is not the surviving entity; (2) the sale of
all or substantially all of the Company assets to a third party who is not prior
thereto a stockholder or affiliate of the Company, or (3) a transaction or
series of related transactions whereby in excess of 51% of the voting stock of
the Company is transferred to parties who are not prior thereto stockholders or
affiliates of the Company.
4. Term of Options; Exerciseability.
(a) Term.
(1) The Option shall expire ten (10) years from the
date of this Agreement, but shall be subject to earlier termination as herein
provided.
(2) Except as otherwise provided in this Section 4,
the Option shall terminate thirty days following the date the Optionee ceases to
be an employee of the Company or one of its subsidiaries, or on the date on
which the Option expires by its terms, whichever occurs first; provided that the
Committee may, in its discretion, extend such thirty day period of
exercisability for such time period as it deems appropriate provided further
that such period of exercisability shall not exceed ninety (90) days.
(3) If such termination of employment is because the
Optionee has become permanently disabled (within the meaning of Section 22(e)(3)
of the Code), the Option shall terminate on the last day of the sixth month from
the date the Optionee ceases to be an employee, or on the date on which the
Option expires by its terms, whichever occurs first.
(4) In the event of the death of the Optionee, the
Option shall terminate twelve months from the date of death, or on the date on
which the Option expires on its terms, whichever occurs first.
(b) Exercisability. The Option shall be exercisable only to
the extent that the right to purchase shares under the Option has accrued and is
in effect on the date the Optionee ceases to be an employee of the Company.
5. Manner of Exercise of Option; Payment of Price.
(a) Manner of Exercise.
(1) To the extent that the right to exercise the
Option has accrued and is in effect, the Option may be exercised in full or in
part by giving written notice to the Company stating the number of Shares
exercised and accompanied by payment in full for such Shares. Upon such
exercise, delivery of a certificate for paid-up, non-assessable Shares
<PAGE> 3
shall be made at the principal office of the Company to the person exercising
the Option, not more than thirty (30) days from the date of receipt of the
notice by the Company.
(2) The Company shall at all times during the term
of the Option reserve and keep available such number of Shares of its common
stock as will be sufficient to satisfy the requirements of the Option. The
Optionee shall not have any of the rights of a stockholder of the Company in
respect of the Shares until one or more certificates for such Shares shall be
delivered to him or her upon the due exercise of the Option.
(b) Payment of Price.
(1) Form of Payment. The option price shall be paid
in the following manner:
(i) in cash or by check;
(ii) subject to Section 5(b)(2) below, by
delivery of shares of the Company's Common Stock
having a fair market value (as determined by the
Committee) equal as of the date of exercise to
the option price;
(iii) by delivery of an assignment
satisfactory in form and substance to the
Company of a sufficient amount of the proceeds
from the sale of the Option Shares and an
instruction to the broker or selling agent to
pay that amount to the Company; or
(iv) by any combination of the foregoing.
(2) Limitations on Payment by Delivery of Common
Stock. If the Optionee delivers Common Stock held by the Employee ("Old Stock")
to the Company in full or partial payment of the option price, and the Old Stock
so delivered is subject to restrictions or limitations imposed by agreement
between the Optionee and the Company, an equivalent number of Option Shares
shall be subject to all restrictions and limitations applicable to the Old Stock
to the extent that the Optionee paid for the Option Shares by delivery of Old
Stock, in addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Optionee may not pay any part of the exercise
price hereof by transferring Common Stock to the Company unless such Common
Stock has been owned by the Optionee free of any substantial risk of forfeiture
for at least six months.
6. Non-Transferability. The right of the Optionee to exercise the
Option shall not be assignable or transferable by the Optionee otherwise than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order, as defined by the Code or Title I of the Employment Retirement
Income Security Act, or the rules thereunder.
<PAGE> 4
The Option may be exercised during the lifetime of the Optionee only by him or
her. The Option shall be null and void and without effect upon the bankruptcy of
the Optionee or upon any attempted assignment or transfer, including without
limitation any purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other disposition contrary to the provisions hereof, or
levy of execution, attachment, trustee process or similar process, whether legal
or equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933 (the 1933 Act ), upon any date on which the Option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form of attached hereto as Exhibit
1 and the Company shall place an investment legend, so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify
Shares or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
Shares.
8. Recapitalizations, Reorganizations, Changes in Control and the
Like. Adjustments and other matters relating to recapitalizations,
reorganizations, sale of assets of the Company, changes in control and the like
shall be made and determined in accordance with section 11 of the Plan, as is in
effect on the date of this Agreement.
9. No Special Employment Rights. Nothing contained in this
Agreement shall be construed or deemed by any person under any circumstances to
bind the Company to continue the employment of the Optionee for the period
within which this Option may be exercised. However, during the period of the
Optionee's employment, the Optionee shall render diligently and faithfully the
services which are assigned to the Optionee from time to time by the Board of
Directors or by the executive officers of the Company, provided that such
services are consistent with the services usually required to be performed by
the Optionee. The Optionee shall at no time take any action which directly or
indirectly would be inconsistent with the best interests of the Company.
10. Withholding Taxes. Whenever Shares are to be issued upon
exercise of this Option, the Company shall have the right to require the
Optionee to remit to the Company an amount sufficient to satisfy all Federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.
11. Amendment and Waiver. This Agreement may be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may be given, provided that the same are in writing and signed by the parties.
<PAGE> 5
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws.
13. Notices. Any notices or other communications required to be
given hereunder shall be given by hand delivery or by first class mail with all
fees prepaid and addressed, if to the Company, to it at 900 Chelmsford St.,
Tower II, Fl. 12, Lowell, MA 01851, Attn: President, and if to Optionee, to him
at the address set forth in the signature page hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its corporate seal to be hereto affixed by its officer thereunto duly
authorized, and the Optionee has hereunto set his or her hand and seal, all as
of the day and year first above written.
GEOTEL COMMUNICATIONS CORPORATION
By:_______________________________________
John C. Thibault, President & CEO
OPTIONEE
___________________________________________
[ name ]
Address:
Social Security No.: ________
<PAGE> 6
GeoTel Communications Corporation
900 Chelmsford Street, Tower II
Lowell, MA 01851
GeoTel Communications Corporation
Incentive Stock Option
Representation Letter
The undersigned, ___________________ (the "Optionee"), in connection
with the grant of an option to purchase _______ shares (the "Shares") of the
Common Stock, $.01 par value per share, of GeoTel Communications Corporation
(the "Company"), hereby represents and warrants to the Company that:
(1) The Optionee has exercised his or her options pursuant to the
provisions set forth in the Company's 1995 Stock Option Plan, as
amended (the "Plan").
(2) The Optionee is acquiring the Shares for his or her own account
as an investment and not with a view to, or for sale in
connection with, any distribution of the Shares.
(3) The Optionee is aware that the Shares have not been registered
with the Securities and Exchange Commission and are of an
illiquid nature and are subject to restrictions on
transferability set forth under the Securities Act of 1933, as
amended ( the "Securities Act").
(4) The Optionee is aware the Shares must be sold in compliance with
the registration requirements of the Securities Act or an
exemption therefrom. Accordingly, the Company may, pursuant to
Section 7(a) of the Plan, affix an investment legend on the
Shares in substantially the form as follows:
The Shares represented by this certificate have not been
registered under the Securities Act of 1933. These Shares have
been acquired for investment and not with a view to distribute
or resale, and may not be sold, mortgaged, pledged, hypothecated
or otherwise transferred without an effective registration
statement for such shares under the Securities Act of 1933, or
an opinion of Counsel for the Company that such registration is
not required under such act.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the date first written below.
Dated: ____________ _________________
Optionee
<PAGE> 1
EXHIBIT 99.3
GEOTEL COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION
AGREEMENT entered into this ______ day of ______ 19__ by and between
GeoTel Communications Corporation, a Delaware corporation with a principal place
of business in Lowell, Massachusetts (the Company ), and the undersigned
employee of the Company (the "Optionee").
WHEREAS, the Company desires to grant the Optionee a non-qualified stock
option under the Company's 1995 Stock Option Plan (the "Plan") to acquire shares
of the Company's common stock, $.01 par value per share (the "Common Stock").
WHEREAS, Section 5 of the Plan provides that each option is to be
evidenced by an option agreement, setting forth the terms and conditions of the
option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option. The Company hereby irrevocably grants under the
Plan and subject to the terms and conditions of the Plan to the Optionee a
non-qualified stock option (the "Option") to purchase all or any part of an
aggregate of ______ shares of Common Stock (the "Shares") on the terms and
conditions hereinafter set forth. This option shall be treated for federal
income tax purposes as a Non-Qualified Option (rather than an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code")).
2. Purchase Price. The purchase price (the "Purchase Price") for
the Shares covered by the Option shall be $____ per Share.
3. Time of Exercise of Option.
(a) The Option shall not be exercisable prior to the first
anniversary of the date of this Agreement. Upon the anniversary date, 25% of the
Option shall be exercisable and thereafter, subject to the provisions of this
Agreement (including Section 3(b) below), the Option shall only be exercisable
in increments of 1/48th (one forty-eighth) of the total shares represented by
the Option per month until the Option is exercisable in full.
(b) Notwithstanding any other provisions of this section
(but subject to the provision at the end of this subsection), in the event of a
Change in Control, each Optionee with a minimum of six months service will
automatically receive twelve months accelerated Vesting; in the event of a
Change in Control of the Company not approved by the Board of Directors prior to
such Change of Control all of the Shares shall be fully Vested immediately upon
such Change of Control; provided, however, should any transaction occur which is
intended to be accounted for as a "pooling of interests" under generally
accepted accounting
<PAGE> 2
principles and the provisions of this Section 3(b) would preclude accounting for
the transaction as a "pooling of interests" as determined by the Board Of
Directors upon advice from the Company's Independent Public Accountants then
this Section 3(b) will be null. For purposes of this Agreement a "Change of
Control" shall be deemed to have occurred if any of the following conditions
have occurred: (1) the merger or consolidation of the Company with another
entity other than with a subsidiary or an affiliate, where the Company is not
the surviving entity; (2) the sale of all or substantially all of the Company
assets to a third party who is not prior thereto a stockholder or affiliate of
the Company, or (3) a transaction or series of related transactions whereby in
excess of 51% of the voting stock of the Company is transferred to parties who
are not prior thereto stockholders or affiliates of the Company.
4. Term of Options; Exerciseability.
(a) Term.
(1) The Option shall expire ten (10) years from the
date of this Agreement, but shall be subject to earlier termination as herein
provided.
(2) Except as otherwise provided in this Section 4,
the Option shall terminate thirty days following the date the Optionee ceases to
be an employee of the Company or one of its subsidiaries, or on the date on
which the Option expires by its terms, whichever occurs first; provided that the
Committee may, in its discretion, extend such thirty day period of
exercisability for such time period as it deems appropriate provided further
that such period of exercisability shall not exceed ninety (90) days.
(3) If such termination of employment is because the
Optionee has become permanently disabled (within the meaning of Section 22(e)(3)
of the Code), the Option shall terminate on the last day of the sixth month from
the date the Optionee ceases to be an employee, or on the date on which the
Option expires by its terms, whichever occurs first.
(4) In the event of the death of the Optionee, the
Option shall terminate twelve months from the date of death, or on the date on
which the Option expires on its terms, whichever occurs first.
(b) Exercisability. The Option shall be exercisable only to
the extent that the right to purchase shares under the Option has accrued and is
in effect on the date the Optionee ceases to be an employee of the Company.
5. Manner of Exercise of Option; Payment of Price.
(a) Manner of Exercise.
(1) To the extent that the right to exercise the
Option has accrued and is in effect, the Option may be exercised in full or in
part by giving written notice to the Company stating the number of Shares
exercised and accompanied by payment in full for
<PAGE> 3
such Shares. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the Option, not more than thirty (30) days from the date
of receipt of the notice by the Company.
(2) The Company shall at all times during the term
of the Option reserve and keep available such number of Shares of its common
stock as will be sufficient to satisfy the requirements of the Option. The
Optionee shall not have any of the rights of a stockholder of the Company in
respect of the Shares until one or more certificates for such Shares shall be
delivered to him or her upon the due exercise of the Option.
(b) Payment of Price.
(1) Form of Payment. The option price shall be paid
in the following manner:
(i) in cash or by check;
(ii) subject to Section 5(b)(2) below, by
delivery of shares of the Company's Common Stock
having a fair market value (as determined by the
Committee) equal as of the date of exercise to
the option price;
(iii) by delivery of an assignment
satisfactory in form and substance to the
Company of a sufficient amount of the proceeds
from the sale of the Option Shares and an
instruction to the broker or selling agent to
pay that amount to the Company; or
(iv) by any combination of the foregoing.
(2) Limitations on Payment by Delivery of Common
Stock. If the Optionee delivers Common Stock held by the Employee ("Old Stock")
to the Company in full or partial payment of the option price, and the Old Stock
so delivered is subject to restrictions or limitations imposed by agreement
between the Optionee and the Company, an equivalent number of Option Shares
shall be subject to all restrictions and limitations applicable to the Old Stock
to the extent that the Optionee paid for the Option Shares by delivery of Old
Stock, in addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Optionee may not pay any part of the exercise
price hereof by transferring Common Stock to the Company unless such Common
Stock has been owned by the Optionee free of any substantial risk of forfeiture
for at least six months.
6. Non-Transferability. The right of the Optionee to exercise the
Option shall not be assignable or transferable by the Optionee otherwise than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order, as defined by the
<PAGE> 4
Code or Title I of the Employment Retirement Income Security Act, or the rules
thereunder. The Option may be exercised during the lifetime of the Optionee only
by him or her. The Option shall be null and void and without effect upon the
bankruptcy of the Optionee or upon any attempted assignment or transfer,
including without limitation any purported assignment, whether voluntary or by
operation of law, pledge, hypothecation or other disposition contrary to the
provisions hereof, or levy of execution, attachment, trustee process or similar
process, whether legal or equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933 (the 1933 Act ), upon any date on which the Option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form of attached hereto as Exhibit
1 and the Company shall place an investment legend, so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify
Shares or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
Shares.
8. Recapitalizations, Reorganizations, Changes in Control and the
Like. Adjustments and other matters relating to recapitalizations,
reorganizations, sale of assets of the Company, changes in control and the like
shall be made and determined in accordance with section 11 of the Plan, as is in
effect on the date of this Agreement.
9. No Special Employment Rights. Nothing contained in this
Agreement shall be construed or deemed by any person under any circumstances to
bind the Company to continue the employment of the Optionee for the period
within which this Option may be exercised. However, during the period of the
Optionee's employment, the Optionee shall render diligently and faithfully the
services which are assigned to the Optionee from time to time by the Board of
Directors or by the executive officers of the Company, provided that such
services are consistent with the services usually required to be performed by
the Optionee. The Optionee shall at no time take any action which directly or
indirectly would be inconsistent with the best interests of the Company.
10. Withholding Taxes. If the Company or any Related Corporation in
its discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, or in connection with the transfer of, or the
lapse of restrictions on, any Common Stock or other property acquired pursuant
to this option, the Optionee hereby agrees that the Company or any Related
Corporation may withhold from the Optionee's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company or Related
Corporation, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Optionee on exercise of this option. The
Optionee further agrees that, if the Company or Related Corporation does not
withhold an amount from
<PAGE> 5
the Optionee's wages or other remuneration sufficient to satisfy the withholding
obligation of the Company or Related Corporation, the Optionee will make
reimbursement on demand, in cash, for the amount underwithheld.
11. Amendment and Waiver. This Agreement may be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may be given, provided that the same are in writing and signed by the parties.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws.
13. Notices. Any notices or other communications required to be
given hereunder shall be given by hand delivery or by first class mail with all
fees prepaid and addressed, if to the Company, to it at 900 Chelmsford St.,
Tower II, Fl. 12, Lowell, MA 01851, Attn: President, and if to Optionee, to him
at the address set forth in the signature page hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its corporate seal to be hereto affixed by its officer thereunto duly
authorized, and the Optionee has hereunto set his or her hand and seal, all as
of the day and year first above written.
GEOTEL COMMUNICATIONS CORPORATION
By:___________________________________________
John C. Thibault, President & CEO
OPTIONEE
______________________________________________
[ name ]
Address:
Social Security No.: ________
<PAGE> 6
GeoTel Communications Corporation
900 Chelmsford Street, Tower II
Lowell, MA 01851
GeoTel Communications Corporation
Non-Qualified Stock Option
Representation Letter
The undersigned, ___________________ (the "Optionee"), in connection
with the grant of an option to purchase _______ shares (the "Shares") of the
Common Stock, $.01 par value per share, of GeoTel Communications Corporation
(the "Company"), hereby represents and warrants to the Company that:
(1) The Optionee has exercised his or her options pursuant to the
provisions set forth in the Company's 1995 Stock Option Plan, as
amended (the "Plan").
(2) The Optionee is acquiring the Shares for his or her own account
as an investment and not with a view to, or for sale in
connection with, any distribution of the Shares.
(3) The Optionee is aware that the Shares have not been registered
with the Securities and Exchange Commission and are of an
illiquid nature and are subject to restrictions on
transferability set forth under the Securities Act of 1933, as
amended ( the "Securities Act").
(4) The Optionee is aware the Shares must be sold in compliance with
the registration requirements of the Securities Act or an
exemption therefrom. Accordingly, the Company may, pursuant to
Section 7(a) of the Plan, affix an investment legend on the
Shares in substantially the form as follows:
The Shares represented by this certificate have not been
registered under the Securities Act of 1933. These Shares have
been acquired for investment and not with a view to distribute
or resale, and may not be sold, mortgaged, pledged, hypothecated
or otherwise transferred without an effective registration
statement for such shares under the Securities Act of 1933, or
an opinion of Counsel for the Company that such registration is
not required under such act.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the date first written below.
Dated: ____________ _________________
Optionee
<PAGE> 1
EXHIBIT 99.4
GEOTEL COMMUNICATIONS CORPORATION
SECOND AMENDED AND RESTATED
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
1. Purpose of the Plan.
This stock option plan (the "Plan") is intended to provide incentives to
the employees of GeoTel Communications Corporation (the "Company") and any
present or future subsidiaries of the Company by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which do not qualify as "incentive stock options" under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") (the "Option" or
"Options"). As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code and the Treasury Regulations promulgated
thereunder (the "Regulations").
2. Stock Subject to the Plan.
(a) The initial maximum number of shares of common stock,
par value $.01 per share, of the Company ("Common Stock") available for stock
options granted under the Plan shall be 2,000,000 shares of Common Stock. The
maximum number of shares of Common Stock available for grants shall be subject
to adjustment in accordance with Section 11 thereof. Shares issued under the
Plan may be authorized but unissued shares of Common Stock or shares of Common
Stock held in treasury.
(b) To the extent that any stock option shall lapse,
terminate, expire or otherwise be canceled without the issuance of shares of
Common Stock, the shares of Common Stock covered by such option(s) shall again
be available for the granting of stock options.
(c) Common Stock issuable under the Plan may be subject to
such restrictions on transfer, repurchase rights or other restrictions as shall
be determined by the Committee (as defined in Section 3 below).
3. Administration of the Plan.
(a) The Plan shall be administered by a committee (the
"Committee") consisting of two or more members of the Company's Board of
Directors, each of whom is a disinterested person as defined from time to time
in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"). The Board of Directors may from time to time appoint a member
or members of the Committee in substitution for or in addition to the member or
members then in office and may fill vacancies on the Committee however caused.
The Committee shall choose one of its members as Chairman and shall hold
meetings at such times and places as it shall deem advisable. A majority of the
members of the Committee shall constitute a quorum and any action may be taken
by a majority of those present and voting at any meeting. Any action may also be
taken without the necessity of a meeting by a written instrument signed by a
majority of the Committee. The decision of the Committee as to all questions of
interpretation and application of the Plan shall be final, binding and
conclusive on all persons. The Committee shall have the authority to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement granted hereunder in the manner and to the extent it shall
deem expedient to carry the Plan into effect and shall be the sole and final
judge of such expediency. No Committee member shall be liable for any action or
determination made in good faith. Prior to the date of the registration of an
equity security of the Company under Section 12 of the Exchange Act, the Plan
may be administered by the Board of Directors and in such event all references
in this Plan to the Committee shall be deemed to mean the Board of Directors.
<PAGE> 2
(b) Subject to the terms of the Plan, the Committee shall
have the authority to (i) determine the employees of the Company and its
subsidiaries (from among the class of employees eligible under Section 4 to
receive Options) to whom Options may be granted; (ii) determine the time or
times at which options may be granted; (iii) determine the option price of
shares subject to each option which price shall not be less than the minimum
price specified in Section 6; (iv) determine (subject to Section 9) the time or
times when each option shall become exercisable and the duration of the exercise
period; (v) determine whether restrictions such as repurchase options are to be
imposed on shares subject to options and the nature of such restrictions; and
(vi) determine the size of any Options under the Plan, taking into account the
position or office of the optionee with the Company, the job performance of the
optionee and such other factors as the Committee may deem relevant in the good
faith exercise of its independent business judgment.
4. Eligibility.
Options may be granted only to employees of the Company or any
subsidiary.
In determining the eligibility of an individual to be granted an option,
as well as in determining the number of shares to be optioned to any individual,
the Committee shall take into account the position and responsibilities of the
individual being considered, the nature and value to the Company or its
subsidiaries of his or her service and accomplishments, his or her present and
potential contribution to the success of the Company or its subsidiaries, and
such other factors as the Committee may deem relevant.
5. Option Agreement.
Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Committee. The date of grant of an option shall be as determined by the
Committee. More than one option may be granted to an individual.
6. Option Price.
The option price shall be as determined by the Committee, but in no
event shall the option price be less than the minimum legal consideration
required therefor under the laws of the State of Delaware or the laws of any
jurisdiction in which the Company or its successors in interest may be
organized.
7. Manner of Payment; Manner of Exercise.
(a) Options granted under the Plan may provide for the
payment of the exercise price by delivery of (i) cash or a check payable to the
order of the Company in an amount equal to the exercise price of such options,
(ii) shares of Common Stock of the Company owned by the optionee having a fair
market value equal in amount to the exercise price of the options being
exercised, or (iii) any combination of (i) and (ii), provided, however, that
payment of the exercise price by delivery of shares of Common Stock of the
Company owned by such optionee may be made only under such circumstances and on
such terms as may from time to time be established by the Committee. The fair
market value of any shares of the Company's Common Stock which may be delivered
upon exercise of an option shall be determined as set forth below. With the
consent of the Committee, payment may also be made by delivery of a properly
executed exercise notice to the Company, together with a copy of irrevocable
instruments to a broker to deliver promptly to the Company the amount of sale or
loan proceeds to pay the exercise price. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms. For the purposes of the Plan, if the shares of the Company's
Common Stock are then listed on any national securities exchange, the fair
market value shall be the mean between the high and low sales prices, if any, on
such exchange on the business day immediately preceding the date of the grant of
the option or, if none, shall be determined by taking a weighted average of the
means between the
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<PAGE> 3
highest and lowest sales prices on the nearest date before and the nearest date
after the date of grant in accordance with Treasury Regulations Section
25.2512-2. If the shares are not then listed on any such exchange, the fair
market value of such shares shall be the mean between the high and low sales
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System National Market System ("NASDAQ/NMS") for the
business day immediately preceding the date of the grant of the option, or, if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2. If
the shares are not then either listed on any such exchange or quoted in
NASDAQ/NMS, the fair market value shall be the mean between the average of the
"Bid" and the average of the "Ask" prices, if any, as reported in the National
Daily Quotation Service for the business day immediately preceding the date of
the grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in good
faith by the Committee.
(b) To the extent that the right to purchase shares under an
option has accrued and is in effect, options may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (a) above. Upon such
exercise, delivery of a certificate for paid-up non-assessable shares shall be
made at the principal office of the Company to the person or persons exercising
the option at such time, during ordinary business hours, after ten business days
from the date of receipt of the notice by the Company, as shall be designated in
such notice, or at such time, place and manner as may be agreed upon by the
Company and the person or persons exercising the option.
8. Exercise of Options.
Subject to the provisions of paragraphs 9 through 11, each option
granted under the Plan shall be exercisable as follows:
(a) Vesting. The option shall either be fully exercisable on
the date of grant or shall become exercisable thereafter in such installments as
the Committee may specify.
(b) Full Vesting of Installments. Once an installment
becomes exercisable it shall remain exercisable until expiration or termination
of the option, unless otherwise specified by the Committee.
(c) Partial Exercise. Each option or installment may be
exercised at any time or from time to time, in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.
(d) Acceleration of Vesting. The Committee shall have the
right to accelerate the date of exercise of any installment or any option.
9. Term of Options; Exercisability.
(a) Term. Each option shall expire not more than ten (10)
years from the date of the granting thereof, but shall be subject to earlier
termination as may be provided in the Agreement.
(b) Exercisability. Except as otherwise provided in the
Agreement, an option granted to an employee optionee who ceases to be an
employee of the Company or one of its subsidiaries shall be exercisable only to
the extent that the right to purchase shares under such option has accrued and
is in effect on the date such optionee ceases to be an employee of the Company
or one of its subsidiaries.
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<PAGE> 4
10. Options Not Transferable.
The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise than by will
or the laws of descent and distribution, or pursuant to a qualified domestic
relations order, as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, and any such option shall be
exercisable during the lifetime of such optionee only by him. Any option granted
under the Plan shall be null and void and without effect upon the bankruptcy of
the optionee to whom the option is granted, or upon any attempted assignment or
transfer, except as herein provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, divorce, except as provided above with respect to
a qualified domestic relations order, trustee process or similar process,
whether legal or equitable, upon such option.
11. Adjustments. Upon the occurrence of any of the following events,
an optionee's rights with respect to options granted to him or her hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such option:
(a) Stock Dividends and Stock Splits. If the shares of
Common Stock shall be subdivided or combined into a greater or smaller number of
shares or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of Common Stock
deliverable upon the exercise of options shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision, combination or stock
dividend.
(b) Consolidations or Mergers. If the Company is to be
consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise (an "Acquisition"), the
Committee or the board of directors of any entity assuming the obligations of
the Company hereunder (the "Successor Board"), shall, as to outstanding options,
make appropriate provisions for the continuation of such options by substituting
on an equitable basis for the shares then subject to such options the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition.
(c) Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph (b) above) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an option shall be entitled to receive
for the purchase price paid upon such exercise the securities he would have
received if he had exercised his option prior to such recapitalization or
reorganization.
(d) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, each option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.
(e) Issuances of Securities. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.
(f) Fractional Shares. No fractional shares shall be issued
under the Plan and the optionee shall receive from the Company cash in lieu of
such fractional shares.
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<PAGE> 5
(g) Adjustments. Upon the happening of any of the events
described in subparagraphs (a), (b) or (c) above, the class and aggregate number
of shares set forth in Section 2 hereof that are subject to options which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this paragraph 11 and, subject to Section 3, its determination
shall be conclusive.
If any person or entity owning restricted Common Stock obtained by
exercise of an option made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs (a), (b) or
(c) above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Committee or
the Successor Board.
12. No Special Employment Rights.
Nothing contained in the Plan or in any option granted under the Plan
shall confer upon any option holder any right with respect to the continuation
of his employment by the Company (or any subsidiary) or interfere in any way
with the right of the Company (or any subsidiary), subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the rate in existence at the time of the grant of an option. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.
13. Withholding.
The Company's obligation to deliver shares upon the exercise of any
option granted under the Plan shall be subject to the option holder's
satisfaction of all applicable Federal, state and local income, excise and
employment tax withholding requirements. The Company and employee may agree to
withhold shares of Common Stock purchased upon exercise of an option to satisfy
the above-mentioned withholding requirements. With the approval of the
Committee, which it shall have sole discretion to grant, and on such terms and
conditions as the Committee may impose, the option holder may satisfy the
foregoing condition by electing to have the Company withhold from delivery
shares having a value equal to the amount of tax to be withheld. The Committee
shall also have the right to require that shares be withheld from delivery to
satisfy such condition.
14. Restrictions on Issue of Shares.
(a) Notwithstanding the provisions of Section 7, the Company
may delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:
(i) The shares with respect to which such option has
been exercised are at the time of the issue of such shares effectively
registered or qualified under applicable Federal and state securities acts now
in force or as hereafter amended; or
(ii) Counsel for the Company shall have given an
opinion, which opinion shall not be unreasonably conditioned or withheld, that
such shares are exempt from registration and qualification under applicable
Federal and state securities acts now in force or as hereafter amended.
(b) It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that the Company
shall be under no obligation to qualify shares or to cause a registration
statement or a post-effective amendment to any registration statement to be
prepared for the purpose of covering the issue of
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<PAGE> 6
shares in respect of which any option may be exercised, except as otherwise
agreed to by the Company in writing.
15. Purchase for Investment; Rights of Holder on Subsequent
Registration.
Unless the shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, the Company shall be under no obligation to
issue any shares covered by any option unless the person who exercises such
option, in whole or in part, shall give a written representation and undertaking
to the Company which is satisfactory in form and scope to counsel for the
Company and upon which, in the opinion of such counsel, the Company may
reasonably rely, that he or she is acquiring the shares issued pursuant to such
exercise of the option for his or her own account as an investment and not with
a view to, or for sale in connection with, the distribution of any such shares,
and that he or she will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the
Securities Act of 1933, or any other applicable law, and that if shares are
issued without such registration, a legend to this effect may be endorsed upon
the securities so issued. In the event that the Company shall, nevertheless,
deem it necessary or desirable to register under the Securities Act of 1933 or
other applicable statutes any shares with respect to which an option shall have
been exercised, or to qualify any such shares for exemption from the Securities
Act of 1933 or other applicable statutes, then the Company may take such action
and may require from each optionee such information in writing for use in any
registration statement, supplementary registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors and controlling persons from such holder against all losses, claims,
damages and liabilities arising from such use of the information so furnished
and caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made.
16. Loans.
The Company may make loans to optionees to permit them to exercise
options. If loans are made, the requirements of all applicable Federal and state
laws and regulations regarding such loans must be met.
17. Modification of Outstanding Options.
The Committee may authorize the amendment of any outstanding option with
the consent of the optionee when and subject to such conditions as are deemed to
be in the best interests of the Company and in accordance with the purposes of
this Plan.
18. Termination and Amendment.
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of Directors of the Company. The Board of Directors may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in this Section 19, the Board of
Directors may not, without the approval of the shareholders of the Company
change the designation of the class of persons eligible to receive options under
the Plan, or make any other change in the Plan which requires shareholder
approval under applicable law or regulations, including any approval requirement
which is a prerequisite for exemptive relief under Section 16 of the Exchange
Act. The Committee may grant options to persons subject to Section 16(b) of the
Exchange Act after an amendment to the Plan by the Board of Directors requiring
shareholder approval under Section 19, but any such option shall become
effective as of the date of grant only upon such shareholder approval and,
accordingly, no such option may be exercisable prior to such shareholder
approval. The Committee may terminate, amend or modify any outstanding option
without the consent of the option holder, provided, however, that, except as
provided in Section 11,
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<PAGE> 7
without the consent of the optionee, the Committee shall not change the number
of shares subject to an option, nor the exercise price thereof, nor extend the
term of such option.
19. Reservation of Stock.
The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.
20. Limitation of Rights in the Option Shares.
An optionee shall not be deemed for any purpose to be a shareholder of
the Company with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
21. Notices.
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.
Approved by the Directors: April 30, 1998
-7-
<PAGE> 1
EXHIBIT 99.5
GEOTEL COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT
AGREEMENT entered into this __th day of _______ 1998 by and between
GeoTel Communications Corporation, a Delaware corporation with a principal place
of business in Lowell, Massachusetts (the "Company"), and the undersigned
employee of the Company (the "Optionee").
WHEREAS, the Company desires to grant the Optionee a stock option under
the Company's 1998 Employee Stock Option Plan (the "Plan") to acquire shares of
the Company's common stock, $.01 par value per share (the "Common Stock").
WHEREAS, Section 5 of the Plan provides that each option is to be
evidenced by an option agreement, setting forth the terms and conditions of the
option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option. The Company hereby irrevocably grants under the
Plan and subject to the terms and conditions of the Plan to the Optionee non
qualified stock option (the "Option") to purchase all or any part of an
aggregate of ______ shares of Common Stock (the "Shares") on the terms and
conditions hereinafter set forth. This option shall be treated for federal
income tax purposes as a Non-Qualified Option (rather than an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code")).
2. Purchase Price. The purchase price ( the "Purchase Price") for
the Shares covered by the Option shall be $____ per Share.
3. Time of Exercise of Option.
(a) The Option shall vest 100% upon the fourth anniversary
of the date of this agreement. However, upon the achievement of performance
goals as set forth in the Executive Incentive Plan prior to January 1, 1999,
said options shall be 100% vested and fully exercisable upon the first
anniversary of the date of this Agreement. The Compensation Committee (the
"Committee") will determine if the performance goals are achieved.
(b) Notwithstanding any other provisions of this section
(but subject to the provision at the end of this subsection), in the event of a
Change in Control, each Optionee with a minimum of six months service will
automatically receive twelve months accelerated Vesting; in the event of a
Change in Control of the Company not approved by the Board of Directors prior to
such Change of Control all of the Shares shall be fully Vested immediately upon
such Change of Control; provided, however, should any transaction occur which is
intended to be accounted for as a "pooling of interests" under generally
accepted accounting principles and the provisions of this Section 3(b) would
preclude accounting for the
<PAGE> 2
transaction as a "pooling of interests" as determined by the Board Of Directors
upon advice from the Company's Independent Public Accountants then this Section
3(b) will be null. For purposes of this Agreement a "Change of Control" shall be
deemed to have occurred if any of the following conditions have occurred: (1)
the merger or consolidation of the Company with another entity other than with a
subsidiary or an affiliate, where the Company is not the surviving entity; (2)
the sale of all or substantially all of the Company assets to a third party who
is not prior thereto a stockholder or affiliate of the Company, or (3) a
transaction or series of related transactions whereby in excess of 51% of the
voting stock of the Company is transferred to parties who are not prior thereto
stockholders or affiliates of the Company.
4. Term of Options; Exerciseability.
(a) Term.
(1) The Option shall expire ten (10) years from the
date of this Agreement, but shall be subject to earlier termination as herein
provided.
(2) Except as otherwise provided in this Section 4,
the Option shall terminate thirty days following the date the Optionee ceases to
be an employee of the Company or one of its subsidiaries, or on the date on
which the Option expires by its terms, whichever occurs first; provided that the
Committee may, in its discretion, extend such thirty day period of
exercisability for such time period as it deems appropriate provided further
that such period of exercisability shall not exceed ninety (90) days.
(3) If such termination of employment is because the
Optionee has become permanently disabled (within the meaning of Section 22(e)(3)
of the Code), the Option shall terminate on the last day of the sixth month from
the date the Optionee ceases to be an employee, or on the date on which the
Option expires by its terms, whichever occurs first.
(4) In the event of the death of the Optionee, the
Option shall terminate twelve months from the date of death, or on the date on
which the Option expires on its terms, whichever occurs first.
(b) Exercisability. The Option shall be exercisable only to
the extent that the right to purchase shares under the Option has accrued and is
in effect on the date the Optionee ceases to be an employee of the Company.
5. Manner of Exercise of Option; Payment of Price.
(a) Manner of Exercise.
(1) To the extent that the right to exercise the
Option has accrued and is in effect, the Option may be exercised in full or in
part by giving written notice to the Company stating the number of Shares
exercised and accompanied by payment in full for such Shares. Upon such
exercise, delivery of a certificate for paid-up, non-assessable Shares
<PAGE> 3
shall be made at the principal office of the Company to the person exercising
the Option, not more than thirty (30) days from the date of receipt of the
notice by the Company.
(2) The Company shall at all times during the term
of the Option reserve and keep available such number of Shares of its Common
Stock as will be sufficient to satisfy the requirements of the Option. The
Optionee shall not have any of the rights of a stockholder of the Company in
respect of the Shares until one or more certificates for such Shares shall be
delivered to him or her upon the due exercise of the Option.
(b) Payment of Price.
(1) Form of Payment. The option price shall be paid
in the following manner:
(i) in cash or by check;
(ii) subject to Section 5(b)(2) below, by
delivery of shares of the Company's Common Stock
having a fair market value (as determined by the
Committee) equal as of the date of exercise to
the option price;
(iii) by delivery of an assignment
satisfactory in form and substance to the
Company of a sufficient amount of the proceeds
from the sale of the Option Shares and an
instruction to the broker or selling agent to
pay that amount to the Company; or
(iv) by any combination of the foregoing.
(2) Limitations on Payment by Delivery of Common
Stock. If the Optionee delivers Common Stock held by the Employee ("Old Stock")
to the Company in full or partial payment of the option price, and the Old Stock
so delivered is subject to restrictions or limitations imposed by agreement
between the Optionee and the Company, an equivalent number of Option Shares
shall be subject to all restrictions and limitations applicable to the Old Stock
to the extent that the Optionee paid for the Option Shares by delivery of Old
Stock, in addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Optionee may not pay any part of the exercise
price hereof by transferring Common Stock to the Company unless such Common
Stock has been owned by the Optionee free of any substantial risk of forfeiture
for at least six months.
6. Non-Transferability. The right of the Optionee to exercise the
Option shall not be assignable or transferable by the Optionee otherwise than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order, as defined by the Code or Title I of the Employment Retirement
Income Security Act, or the rules thereunder.
<PAGE> 4
The Option may be exercised during the lifetime of the Optionee only by him or
her. The Option shall be null and void and without effect upon the bankruptcy of
the Optionee or upon any attempted assignment or transfer, including without
limitation any purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other disposition contrary to the provisions hereof, or
levy of execution, attachment, trustee process or similar process, whether legal
or equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an investment legend, so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify
Shares or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
Shares.
8. Recapitalizations, Reorganizations, Changes in Control and the
Like. Adjustments and other matters relating to recapitalizations,
reorganizations, sale of assets of the Company, changes in control and the like
shall be made and determined in accordance with section 11 of the Plan, as is in
effect on the date of this Agreement.
9. No Special Employment Rights. Nothing contained in this
Agreement shall be construed or deemed by any person under any circumstances to
bind the Company to continue the employment of the Optionee for the period
within which this Option may be exercised. However, during the period of the
Optionee's employment, the Optionee shall render diligently and faithfully the
services which are assigned to the Optionee from time to time by the Board of
Directors or by the executive officers of the Company, provided that such
services are consistent with the services usually required to be performed by
the Optionee. The Optionee shall at no time take any action which directly or
indirectly would be inconsistent with the best interests of the Company.
10. Withholding Taxes. If the Company or any Related Corporation in
its discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, or in connection with the transfer of, or the
lapse of restrictions on, any Common Stock or other property acquired pursuant
to this option, the Optionee hereby agrees that the Company or any Related
Corporation may withhold from the Optionee's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company or Related
Corporation, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Optionee on exercise of this option. The
Optionee further agrees that, if the Company or Related Corporation does not
withhold an amount from the Optionee's wages or other remuneration sufficient to
satisfy the withholding obligation of
<PAGE> 5
the Company or Related Corporation, the Optionee will make reimbursement on
demand, in cash, for the amount underwithheld.
11. Amendment and Waiver. This Agreement may be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may be given, provided that the same are in writing and signed by the parties.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws.
13. Notices. Any notices or other communications required to be
given hereunder shall be given by hand delivery or by first class mail with all
fees prepaid and addressed, if to the Company, to it at 900 Chelmsford St.,
Tower II, Fl. 12, Lowell, MA 01851, Attn.: President, and if to Optionee, to him
at the address set forth in the signature page hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its corporate seal to be hereto affixed by its officer thereunto duly
authorized, and the Optionee has hereunto set his or her hand and seal, all as
of the day and year first above written.
GEOTEL COMMUNICATIONS CORPORATION
By:________________________________________
John C. Thibault, President & CEO
OPTIONEE
____________________________________________
NAME
Address:
Social Security No.: ________
<PAGE> 6
GeoTel Communications Corporation
900 Chelmsford Street, Tower II
Lowell, MA 01851
GeoTel Communications Corporation
Non Qualified Stock Option
Representation Letter
The undersigned, ___________________ (the "Optionee"), in connection
with the grant of an option to purchase _______ shares (the "Shares") of the
Common Stock, $.01 par value per share, of GeoTel Communications Corporation
(the "Company"), hereby represents and warrants to the Company that:
(1) The Optionee has exercised his or her options pursuant to the
provisions set forth in the Company's 1998 Stock Option Plan, as
amended (the "Plan").
(2) The Optionee is acquiring the Shares for his or her own account
as an investment and not with a view to, or for sale in
connection with, any distribution of the Shares.
(3) The Optionee is aware that the Shares have not been registered
with the Securities and Exchange Commission and are of an
illiquid nature and are subject to restrictions on
transferability set forth under the Securities Act of 1933, as
amended ( the "Securities Act").
(4) The Optionee is aware the Shares must be sold in compliance with
the registration requirements of the Securities Act or an
exemption therefrom. Accordingly, the Company may, pursuant to
Section 7(a) of the Plan, affix an investment legend on the
Shares in substantially the form as follows:
The Shares represented by this certificate have not been
registered under the Securities Act of 1933. These Shares have
been acquired for investment and not with a view to distribute
or resale, and may not be sold, mortgaged, pledged, hypothecated
or otherwise transferred without an effective registration
statement for such shares under the Securities Act of 1933, or
an opinion of Counsel for the Company that such registration is
not required under such act.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the date first written below.
Dated: ____________ ______________
Optionee
<PAGE> 1
EXHIBIT 99.6
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
GEOTEL COMMUNICATIONS CORPORATION
1995 STOCK OPTION PLAN
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
OPTIONEE: <<Employee>>
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 24th day
of June, 1999 by Cisco Systems, Inc., a California corporation ("Cisco").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of GeoTel
Communications Corporation, a Delaware corporation ("GeoTel"), which were
granted to Optionee under the GeoTel 1995 Stock Option Plan or 1998
Non-Executive Employee Stock Option Plan (the "Plans") and are each evidenced by
a Stock Option Agreement (the "Option Agreement").
WHEREAS, GeoTel has been acquired by Cisco through the merger of
GeoTel with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Merger and Reorganization, by and between Cisco and GeoTel (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of GeoTel under all outstanding options under the Plans
at the consummation of the Merger and to issue to the holder of each outstanding
option 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 1.0276 shares
of Cisco common stock ("Cisco Stock") for each outstanding share of GeoTel
common stock ("GeoTel Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by Cisco in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of GeoTel Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "GeoTel
Options") and the exercise price payable per share are set forth in Exhibit(s) A
hereto. Cisco hereby assumes, as of the Effective Time, all the duties and
obligations of GeoTel under each of the GeoTel Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each GeoTel
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
Cisco Stock subject to each GeoTel
<PAGE> 2
Option hereby assumed shall be as specified for that option in attached
Exhibit(s) A, and the adjusted exercise price payable per share of Cisco Stock
under the assumed GeoTel Option shall also be as indicated for that option in
attached Exhibit(s) A.
2. The intent of the foregoing adjustments to each assumed
GeoTel Option is to assure that the spread between the aggregate fair market
value of the shares of Cisco Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the GeoTel Stock subject to the GeoTel 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 GeoTel Option immediately prior
to the Merger.
3. The following provisions shall govern each GeoTel Option
hereby assumed by Cisco:
(a) Unless the context otherwise requires,
all references in each Option Agreement and, if applicable, in
the Plans (as incorporated into such Option Agreement) (i) to
the "Company" shall mean Cisco, (ii) to "Shares" shall mean
shares of Cisco Stock, (iii) to the "Board" shall mean the Board
of Directors of Cisco and (iv) to the "Committee" shall mean the
Compensation Committee of the Cisco Board of Directors.
(b) The grant date and the expiration date
of each assumed GeoTel Option and all other provisions which
govern either the exercise or the termination of the assumed
GeoTel Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
Option Agreement shall accordingly govern and control Optionee's
rights under this Agreement to purchase Cisco Stock.
(c) Pursuant to the terms of the Option
Agreement, none of your options assumed by Cisco in connection
with the transaction will vest and become exercisable on an
accelerated basis upon the consummation of the Merger. Each
GeoTel Option shall be assumed by Cisco as of the Effective
Time. Each such assumed GeoTel Option shall thereafter continue
to vest for any remaining unvested shares of Cisco Stock subject
to that option in accordance with the same installment vesting
schedule in effect under the applicable Option Agreement
immediately prior to the Effective Time; provided, however, that
the number of shares subject to each such installment shall be
adjusted to reflect the Exchange Ratio.
(d) For purposes of applying any and all
provisions of the Option Agreement and/or the Plan relating to
Optionee's status as an employee or a consultant of GeoTel,
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
2
<PAGE> 3
or a consultant to Cisco or any present or future Cisco
subsidiary. Accordingly, the provisions of the Option Agreement
governing the termination of the assumed GeoTel Options upon
Optionee's cessation of service as an employee or a consultant
of GeoTel shall hereafter be applied on the basis of Optionee's
cessation of employee or consultant status with Cisco and its
subsidiaries, and each assumed GeoTel Option shall accordingly
terminate, within the designated time period in effect under the
Option Agreement for that option, generally a thirty (30) day
period, following such cessation of service as an employee or a
consultant of Cisco and its subsidiaries.
(e) The adjusted exercise price payable for
the Cisco Stock subject to each assumed GeoTel 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 Cisco Stock delivered in
payment of such adjusted exercise price, the period for which
such shares were held as GeoTel Stock prior to the Merger shall
be taken into account.
(f) In order to exercise each assumed GeoTel
Option, Optionee must deliver to Cisco a written notice of
exercise in which the number of shares of Cisco 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 Cisco Stock and should be delivered
to Cisco at the following address:
Cisco Systems, Inc.
255 West Tasman Drive, Building J
San Jose, CA 95134
Attention: Option Plan Administrator
4. 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.
3
<PAGE> 4
IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 16th day of July, 1999.
CISCO SYSTEMS, INC.
By: /s/ LARRY R. CARTER
-------------------------------------
Larry R. Carter
Corporate Secretary
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 GeoTel Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
_________________________________________
<<EMPLOYEE>>, OPTIONEE
DATED: __________________, 1999
4
<PAGE> 1
EXHIBIT 99.7
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
GEOTEL COMMUNICATIONS CORPORATION
1995 STOCK OPTION PLAN
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
OPTIONEE: <<Employee>>
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 24th day
of June, 1999 by Cisco Systems, Inc., a California corporation ("Cisco").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of GeoTel
Communications Corporation, a Delaware corporation ("GeoTel"), which were
granted to Optionee under the GeoTel 1995 Stock Option Plan or the 1998
Non-Executive Employee Stock Option Plan (the "Plans") and are each evidenced by
a Stock Option Agreement (the "Option Agreement").
WHEREAS, GeoTel has been acquired by Cisco through the merger of
GeoTel with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Merger and Reorganization, by and between Cisco and GeoTel (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of GeoTel under all outstanding options under the Plans
at the consummation of the Merger and to issue to the holder of each outstanding
option 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 1.0276 shares
of Cisco common stock ("Cisco Stock") for each outstanding share of GeoTel
common stock ("GeoTel Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by Cisco in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of GeoTel Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "GeoTel
Options") and the exercise price payable per share are set forth in Exhibit(s) A
hereto. Cisco hereby assumes, as of the Effective Time, all the duties and
obligations of GeoTel under each of the GeoTel Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each GeoTel
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
Cisco Stock subject to each GeoTel Option hereby assumed shall be as specified
for that option in attached Exhibit(s) A, and the
<PAGE> 2
adjusted exercise price payable per share of Cisco Stock under the assumed
GeoTel Option shall also be as indicated for that option in attached Exhibit(s)
A.
2. The intent of the foregoing adjustments to each assumed
GeoTel Option is to assure that the spread between the aggregate fair market
value of the shares of Cisco Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the GeoTel Stock subject to the GeoTel 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 GeoTel Option immediately prior
to the Merger.
3. The following provisions shall govern each GeoTel Option
hereby assumed by Cisco:
(a) Unless the context otherwise requires,
all references in each Option Agreement and, if applicable, in
the Plans (as incorporated into such Option Agreement) (i) to
the "Company" shall mean Cisco, (ii) to "Shares" shall mean
shares of Cisco Stock, (iii) to the "Board" shall mean the Board
of Directors of Cisco and (iv) to the "Committee" shall mean the
Compensation Committee of the Cisco Board of Directors.
(b) The grant date and the expiration date
of each assumed GeoTel Option and all other provisions which
govern either the exercise or the termination of the assumed
GeoTel Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
Option Agreement shall accordingly govern and control Optionee's
rights under this Agreement to purchase Cisco Stock.
(c) Each GeoTel Option shall be assumed by
Cisco as of the Effective Time. Pursuant to the terms of the
Option Agreement, each of your GeoTel options assumed by Cisco
in connection with the transaction will vest and become
exercisable on an accelerated basis as if you had been in
GeoTel's employ for an additional twelve (12) months. Each such
assumed GeoTel Option shall thereafter continue to vest for any
remaining unvested shares of Cisco Stock subject to that option
in accordance with the same installment vesting schedule in
effect under the applicable Option Agreement immediately prior
to the Effective Time; provided, however, that the number of
shares subject to each such installment shall be adjusted to
reflect the Exchange Ratio.
(d) For purposes of applying any and all
provisions of the Option Agreement and/or the Plan relating to
Optionee's status as an employee or a consultant of GeoTel,
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 Cisco or any present
or future Cisco subsidiary. Accordingly, the provisions of the
Option Agreement governing the termination of the assumed
2
<PAGE> 3
GeoTel Options upon Optionee's cessation of service as an
employee or a consultant of GeoTel shall hereafter be applied on
the basis of Optionee's cessation of employee or consultant
status with Cisco and its subsidiaries, and each assumed GeoTel
Option shall accordingly terminate, generally a thirty (30) day
period, within the designated time period in effect under the
Option Agreement for that option, following such cessation of
service as an employee or a consultant of Cisco and its
subsidiaries.
(e) The adjusted exercise price payable for
the Cisco Stock subject to each assumed GeoTel 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 Cisco Stock delivered in
payment of such adjusted exercise price, the period for which
such shares were held as GeoTel Stock prior to the Merger shall
be taken into account.
(f) In order to exercise each assumed GeoTel
Option, Optionee must deliver to Cisco a written notice of
exercise in which the number of shares of Cisco 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 Cisco Stock and should be delivered
to Cisco at the following address:
Cisco Systems, Inc.
255 West Tasman Drive, Building J
San Jose, CA 95134
Attention: Option Plan Administrator
4. 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.
3
<PAGE> 4
IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 16th day of July, 1999.
CISCO SYSTEMS, INC.
By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter
Corporate Secretary
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 GeoTel Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
_________________________________________
<<EMPLOYEE>>, OPTIONEE
DATED: __________________, 1999
4
<PAGE> 1
EXHIBIT 99.8
PERFORMANCE ACCELERATION
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
GEOTEL COMMUNICATIONS CORPORATION
1995 STOCK OPTION PLAN
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
OPTIONEE: <<Employee>>
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 24th day
of June, 1999 by Cisco Systems, Inc., a California corporation ("Cisco").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of GeoTel
Communications Corporation, a Delaware corporation ("GeoTel"), which were
granted to Optionee under the GeoTel 1995 Stock Option Plan or the 1998
Non-Executive Employee Stock Option Plan (the "Plans") and are each evidenced by
a Stock Option Agreement (the "Option Agreement").
WHEREAS, GeoTel has been acquired by Cisco through the merger of
GeoTel with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Merger and Reorganization, by and between Cisco and GeoTel (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of GeoTel under all outstanding options under the Plans
at the consummation of the Merger and to issue to the holder of each outstanding
option 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 1.0276 shares
of Cisco common stock ("Cisco Stock") for each outstanding share of GeoTel
common stock ("GeoTel Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by Cisco in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of GeoTel Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "GeoTel
Options") and the exercise price payable per share are set forth in Exhibit(s) A
hereto. Cisco hereby assumes, as of the Effective Time, all the duties and
obligations of GeoTel under each of the GeoTel Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each GeoTel
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
Cisco Stock subject to each GeoTel Option hereby assumed shall be as specified
for that option in attached Exhibit(s) A, and the
<PAGE> 2
adjusted exercise price payable per share of Cisco Stock under the assumed
GeoTel Option shall also be as indicated for that option in attached Exhibit(s)
A.
2. The intent of the foregoing adjustments to each assumed
GeoTel Option is to assure that the spread between the aggregate fair market
value of the shares of Cisco Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the GeoTel Stock subject to the GeoTel 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 GeoTel Option immediately prior
to the Merger.
3. The following provisions shall govern each GeoTel Option
hereby assumed by Cisco:
(a) Unless the context otherwise requires,
all references in each Option Agreement and, if applicable, in
the Plans (as incorporated into such Option Agreement) (i) to
the "Company" shall mean Cisco, (ii) to "Shares" shall mean
shares of Cisco Stock, (iii) to the "Board" shall mean the Board
of Directors of Cisco and (iv) to the "Committee" shall mean the
Compensation Committee of the Cisco Board of Directors.
(b) The grant date and the expiration date
of each assumed GeoTel Option and all other provisions which
govern either the exercise or the termination of the assumed
GeoTel Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
Option Agreement shall accordingly govern and control Optionee's
rights under this Agreement to purchase Cisco Stock.
(c) Each GeoTel Option shall be assumed by
Cisco as of the Effective Time. Pursuant to the terms of the
Option Agreement, each of your GeoTel options assumed by Cisco
in connection with the transaction will become fully vested and
exercisable twelve (12) months earlier than the outside vesting
date established in your Option Agreement. For example, if your
option would have vested in full on January 15, 2003 if you
remained in service until that date, your option will now vest
in full on January 15, 2002. In addition, in accordance with the
terms of your Option Agreement, your option will become fully
vested and exercisable on the date established in your Option
Agreement if the performance goals established at the time of
grant have been met prior to the date established in your Option
Agreement.
(d) For purposes of applying any and all
provisions of the Option Agreement and/or the Plan relating to
Optionee's status as an employee or a consultant of GeoTel,
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 Cisco or any present
or future Cisco subsidiary. Accordingly, the provisions of the
Option Agreement governing the termination of the assumed GeoTel
Options upon Optionee's cessation of service as an employee or a
consultant of GeoTel shall hereafter be applied on the basis of
Optionee's
2
<PAGE> 3
cessation of employee or consultant status with Cisco and its
subsidiaries, and each assumed GeoTel Option shall accordingly
terminate, within the designated time period in effect under the
Option Agreement for that option, generally a thirty (30) day
period, following such cessation of service as an employee or a
consultant of Cisco and its subsidiaries.
(e) The adjusted exercise price payable for
the Cisco Stock subject to each assumed GeoTel 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 Cisco Stock delivered in
payment of such adjusted exercise price, the period for which
such shares were held as GeoTel Stock prior to the Merger shall
be taken into account.
(f) In order to exercise each assumed GeoTel
Option, Optionee must deliver to Cisco a written notice of
exercise in which the number of shares of Cisco 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 Cisco Stock and should be delivered
to Cisco at the following address:
Cisco Systems, Inc.
255 West Tasman Drive, Building J
San Jose, CA 95134
Attention: Option Plan Administrator
4. 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.
3
<PAGE> 4
IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 16th day of July, 1999.
CISCO SYSTEMS, INC.
By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter
Corporate Secretary
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 GeoTel Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
_________________________________________
<<EMPLOYEE>>, OPTIONEE
DATED: __________________, 1999
4
<PAGE> 1
EXHIBIT 99.9
PERFORMANCE
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
GEOTEL COMMUNICATIONS CORPORATION
1995 STOCK OPTION PLAN
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
OPTIONEE: <<Employee>>
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 24th day
of June, 1999 by Cisco Systems, Inc., a California corporation ("Cisco").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of GeoTel
Communications Corporation, a Delaware corporation ("GeoTel"), which were
granted to Optionee under the GeoTel 1995 Stock Option Plan or the 1998
Non-Executive Employee Stock Option Plan (the "Plans") and are each evidenced by
a Stock Option Agreement (the "Option Agreement").
WHEREAS, GeoTel has been acquired by Cisco through the merger of
GeoTel with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Merger and Reorganization, by and between Cisco and GeoTel (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of GeoTel under all outstanding options under the Plans
at the consummation of the Merger and to issue to the holder of each outstanding
option 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 1.0276 shares
of Cisco common stock ("Cisco Stock") for each outstanding share of GeoTel
common stock ("GeoTel Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by Cisco in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of GeoTel Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "GeoTel
Options") and the exercise price payable per share are set forth in Exhibit(s) A
hereto. Cisco hereby assumes, as of the Effective Time, all the duties and
obligations of GeoTel under each of the GeoTel Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each GeoTel
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
Cisco Stock subject to each GeoTel Option hereby assumed shall be as specified
for that option in attached Exhibit(s) A, and the
<PAGE> 2
adjusted exercise price payable per share of Cisco Stock under the assumed
GeoTel Option shall also be as indicated for that option in attached Exhibit(s)
A.
2. The intent of the foregoing adjustments to each assumed
GeoTel Option is to assure that the spread between the aggregate fair market
value of the shares of Cisco Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the GeoTel Stock subject to the GeoTel 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 GeoTel Option immediately prior
to the Merger.
3. The following provisions shall govern each GeoTel Option
hereby assumed by Cisco:
(a) Unless the context otherwise requires,
all references in each Option Agreement and, if applicable, in
the Plans (as incorporated into such Option Agreement) (i) to
the "Company" shall mean Cisco, (ii) to "Shares" shall mean
shares of Cisco Stock, (iii) to the "Board" shall mean the Board
of Directors of Cisco and (iv) to the "Committee" shall mean the
Compensation Committee of the Cisco Board of Directors.
(b) The grant date and the expiration date
of each assumed GeoTel Option and all other provisions which
govern either the exercise or the termination of the assumed
GeoTel Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
Option Agreement shall accordingly govern and control Optionee's
rights under this Agreement to purchase Cisco Stock.
(c) Each GeoTel Option shall be assumed by
Cisco as of the Effective Time. Pursuant to the terms of the
Option Agreement, each of your GeoTel options assumed by Cisco
in connection with the transaction were fully vested at the time
of the transaction.
(d) For purposes of applying any and all
provisions of the Option Agreement and/or the Plan relating to
Optionee's status as an employee or a consultant of GeoTel,
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 Cisco or any present
or future Cisco subsidiary. Accordingly, the provisions of the
Option Agreement governing the termination of the assumed GeoTel
Options upon Optionee's cessation of service as an employee or a
consultant of GeoTel shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with Cisco
and its subsidiaries, and each assumed GeoTel Option shall
accordingly terminate, within the designated time period in
effect under the Option Agreement for that option, generally a
thirty (30) day period, following such cessation of service as
an employee or a consultant of Cisco and its subsidiaries.
2
<PAGE> 3
(e) The adjusted exercise price payable for
the Cisco Stock subject to each assumed GeoTel 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 Cisco Stock delivered in
payment of such adjusted exercise price, the period for which
such shares were held as GeoTel Stock prior to the Merger shall
be taken into account.
(f) In order to exercise each assumed GeoTel
Option, Optionee must deliver to Cisco a written notice of
exercise in which the number of shares of Cisco 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 Cisco Stock and should be delivered
to Cisco at the following address:
Cisco Systems, Inc.
255 West Tasman Drive, Building J
San Jose, CA 95134
Attention: Option Plan Administrator
4. 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.
3
<PAGE> 4
IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 16th day of July, 1999.
CISCO SYSTEMS, INC.
By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter
Corporate Secretary
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 GeoTel Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
_________________________________________
<<EMPLOYEE>>, OPTIONEE
DATED: __________________, 1999
4
