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EXHIBIT 99.4
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
ATLANTECH TECHNOLOGIES LIMITED
----------------------
OPTIONEE: <First_Name> <Last_Name>,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the ____ day of
__________, 2000 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 ATLANTECH
TECHNOLOGIES LIMITED, a corporation organized under the laws of Scotland
("Atlantech"), which were granted to Optionee under the Atlantech
_________________(the "Plan") and are each evidenced by a Stock Option Agreement
(the "Option Agreement").
WHEREAS, Atlantech has been acquired by Cisco through the merger of
Atlantech with and into Cisco (the "Merger") pursuant to the Agreement and Plan
of Reorganization, by and between Cisco and Atlantech (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of Atlantech under all outstanding options under the Plan
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 _______ shares
of Cisco common stock ("Cisco Stock") for each outstanding share of Atlantech
common stock ("Atlantech 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 Atlantech Stock subject to the options
held by Optionee immediately prior to the Effective Time (the "Atlantech
Options") and the exercise price payable per share are set forth below. Cisco
hereby assumes, as of the Effective Time, all the duties and obligations of
Atlantech under each of the Atlantech Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each Atlantech
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 Atlantech Option hereby assumed shall be as
specified for that option below, and the adjusted exercise price payable per
share of Cisco Stock under the assumed AtlantechOption shall also be as
indicated for that option below.
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<TABLE>
<CAPTION>
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ATLANTECH STOCK OPTIONS CISCO ASSUMED OPTIONS
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--------------------------------------------------------------------------------------------
# of Shares of Exercise Price # of Shares of Cisco Adjusted Exercise
Atlantech Common Stock per Share Common Stock Price per Share
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
<Cerent_Shares> $<Cerent_Price> <Cisco_Shares> $<Cisco_Price>
--------------------------------------------------------------------------------------------
</TABLE>
2. The intent of the foregoing adjustments to each assumed Atlantech
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 Atlantech Stock subject to the Atlantech 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 Atlantech Option immediately prior to the Merger.
3. The following provisions shall govern each Atlantech Option
hereby assumed by Cisco:
(a) Unless the context otherwise requires, all
references in each Option Agreement and, if applicable, in the Plan
(as incorporated into such Option Agreement) (i) to the "Company"
shall mean Cisco, (ii) to "Share" shall mean share 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 Atlantech Option and all other provisions which govern
either the exercise or the termination of the assumed Atlantech
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) Your options assumed by Cisco which were originally
designated on your Notice of Grant as Incentive Options shall remain
Incentive Stock Options to the maximum extent allowed by law.
(d) 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 Atlantech Option shall be assumed
by Cisco as of the Effective Time. Each such assumed Atlantech
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
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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.
(e) 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 Cerent, 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 Atlantech Options upon Optionee's cessation of service as an
employee or a consultant of Atlantech shall hereafter be applied on
the basis of Optionee's cessation of employee or consultant status
with Cisco and its subsidiaries, and each assumed Atlantech Option
shall accordingly terminate, within the designated time period in
effect under the Option Agreement for that option, generally a three
(3) month period, following such cessation of service as an employee
or a consultant of Cisco and its subsidiaries.
(f) The adjusted exercise price payable for the Cisco
Stock subject to each assumed Atlantech 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 AtlantechStock
prior to the Merger shall be taken into account.
(g) In order to exercise each assumed Atlantech 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.
170 West Tasman Drive
MS 11-3
San Jose, CA 95134
Attention: Stock Administration
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.
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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 ___st day of __________, 2000.
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 Atlantech Options hereby assumed by Cisco are as
set forth in the Option Agreement, the Plans, as applicable, and such Stock
Option Assumption Agreement.
---------------------------------------
<First_Name> <Last_Name>, OPTIONEE
DATED: __________________, 2000
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