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Exhibit 99.13
VP
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
SIGHTPATH, INC.
1998 STOCK AND OPTION PLAN
OPTIONEE: (First_Name)(Last_Name),
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 16th day of May, 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 SightPath, Inc., a
Delaware corporation ("SightPath"), which were granted to Optionee pursuant to
the SightPath (formerly Clearview Technologies, Inc.) 1998 Stock and Option Plan
(the "Plan") and are each evidenced by a Stock Option Agreement (the "Option
Agreement") with any shares purchased under such options to be subject to the
terms and conditions therein.
WHEREAS, SightPath has been acquired by Cisco through the merger of
SightPath with and into Cisco (the "Merger") pursuant to the Agreement and Plan
of Merger and Reorganization, by and between Cisco and SightPath (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to assume all
obligations of SightPath under each outstanding option under the Plan at the
consummation of the Merger, and to issue to the holder of each such 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 0.7933703 shares of
Cisco common stock, par value $0.001 ("Cisco Stock"), for each outstanding share
of SightPath common stock ("SightPath Stock").
WHEREAS, the purpose of this Agreement is to evidence the assumption by
Cisco of the outstanding options held by Optionee at the time of the
consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to Optionee's outstanding options which have become necessary in
connection with their assumption by Cisco.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of SightPath Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "SightPath 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 SightPath under each
of the SightPath Options. In connection with such assumption, the number of
shares of Cisco Stock purchasable under each SightPath 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
SightPath Option hereby assumed shall be as specified for that option below, and
the adjusted exercise
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price payable per share of Cisco Stock under the assumed SightPath Option shall
also be as indicated for that option below.
<TABLE>
<CAPTION>
---------------------------------------------------------- ----------------------------------------------------
SIGHTPATH STOCK OPTIONS CISCO ASSUMED OPTIONS
---------------------------------------------------------- ----------------------------------------------------
----------------------------- ---------------------------- --------------------------- ------------------------
<S> <C> <C> <C>
# of Shares of SightPath Exercise Price # of Shares of Cisco Adjusted Exercise
Common Stock per Share Common Stock Price per Share
----------------------------- ---------------------------- --------------------------- ------------------------
SightPath Shares $SightPath Price Cisco Shares $Cisco Price
----------------------------- ---------------------------- --------------------------- ------------------------
</TABLE>
2. The intent of the foregoing adjustments to each assumed SightPath
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 substantially the same as (and in no event
greater than) than the spread which existed, immediately prior to the Merger,
between the then aggregate fair market value of the SightPath Stock subject to
the SightPath 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
SightPath Option immediately prior to the Merger.
3. The following provisions shall govern each SightPath Option hereby
assumed by Cisco:
(a) Unless the context otherwise requires, all references in the
Option Agreements and the Plan shall be adjusted as follows; (i) all
references to the "Company" shall mean Cisco, (ii) all references to "Plan"
shall mean the SightPath, Inc. 1998 Stock and Option Plan assumed pursuant
to the Merger Agreement and this Assumption Agreement, (iii) all references
to "Stock" or "Common Stock" shall mean the common stock of Cisco, par
value $0.001, (iv) all references to "Board" or "Board of Directors" shall
mean the Board of Directors of Cisco, and (v) all references 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 SightPath
Option and all other provisions which govern either the exercise or the
termination of the assumed SightPath Option shall remain the same as set
forth in the Option Agreement applicable to that option, and the provisions
of the Plan and the Option Agreement shall accordingly govern and control
Optionee's rights to purchase Cisco Stock under the assumed SightPath
Option.
(c) Pursuant to the terms of the Option Agreement and the Plan, none
of the assumed SightPath Options shall vest or become exercisable on an
accelerated basis upon the consummation of the Merger. Accordingly, each
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SightPath Option assumed by Cisco shall continue to vest and become
exercisable for any 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) Any unvested shares of Cisco Stock acquired upon the exercise of
the assumed SightPath Options shall remain subject to a right of
repurchase, exercisable by Cisco as the successor of SightPath at the
adjusted exercise price paid per share, upon Optionee's termination of
service with Cisco. The terms and provisions governing the exercise of such
repurchase right shall be as set forth in the Option Agreements applicable
to the assumed SightPath Option under which those unvested shares are
acquired.
(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 of
SightPath, Optionee shall be deemed to continue in such status as an
employee for so long as Optionee renders services as an employee to Cisco
or any present or future majority-owned Cisco subsidiary. Accordingly, the
provisions of the Option Agreements governing the termination of the
assumed SightPath Options or the exercise of Cisco's repurchase rights with
respect to any unvested Cisco Stock purchased under such options and
unvested at the time of Optionee's cessation of service as an employee of
SightPath shall hereafter be applied on the basis of Optionee's cessation
of employee status with Cisco and its majority-owned subsidiaries. Each
assumed SightPath Option shall accordingly terminate, within the designated
time period in effect under the Option Agreements for that option following
such cessation of service as an employee of Cisco and its majority-owned
subsidiaries.
(f) The adjusted exercise price payable for the Cisco Stock subject
to each assumed SightPath 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 SightPath Stock prior to the Merger shall be taken
into account.
(g) In order to exercise each assumed SightPath 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:
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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.
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 May, 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 SightPath Options hereby assumed by Cisco are as
set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.
-----------------------------------
(First_Name)(Last_Name), OPTIONEE
DATED: ________________, 2000
