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EXHIBIT 99.6
EFFECTIVE DATE: DECEMBER 4, 2000
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [CSS Optionee]:
As you know, on December 4, 2000 (the "Closing Date") Cisco Systems, Inc.
("Cisco") acquired certain assets of CAIS Software Solutions, Inc. ("CSS") (the
"Acquisition"). On the Closing Date of the Acquisition you held one or more
outstanding options to purchase shares of CSS common stock granted to you under
the CAIS Software Solutions, Inc. 2000 Stock Option/Stock Issuance Plan (the
"Plan") and documented with a Stock Option Agreement(s) and Notice(s) of Grant
of Stock Option (collectively, the "Option Agreement") issued to you under the
Plan (the "CSS Options"). In accordance with the Acquisition, on the Closing
Date Cisco assumed all obligations of CSS under the CSS Options. Under the terms
of the Acquisition, both the number of shares subject to your CSS options and
the exercise price per share have been adjusted in accordance with the Exchange
Ratio established for the Acquisition, which is 1.155 shares of Cisco common
stock for each share of CSS common stock. This Agreement evidences the
assumption of the CSS Options, including the necessary adjustments to the CSS
Options required by the Acquisition.
Your CSS Options immediately before and after the Acquisition are as follows:
<TABLE>
<CAPTION>
CSS STOCK OPTIONS CISCO ASSUMED OPTIONS
----------------- ---------------------
# Shares of CSS CSS Exercise Price # of Shares of Cisco Exercise Price
Common Stock Per Share Cisco Common Stock Per Share
--------------- ------------------ ------------------ --------------------
<S> <C> <C> <C>
</TABLE>
The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed CSS Option (i.e.,
the difference between the aggregate fair market value and the aggregate
exercise price) does not exceed the total spread that existed immediately prior
to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of
exercise price to fair market value that existed immediately prior to the
Acquisition.
Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means Cisco, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Cisco Stock, (iii) to the
"Board of Directors" or the "Board" means the Board of Directors of Cisco and
(iv) to the "Committee" means the Compensation Committee of the Cisco Board of
Directors. All references in the Option Agreement and the Plan relating to your
status as an employee of CSS will now refer to your status as an employee of
Cisco or any present or future Cisco subsidiary. To the extent the Option
Agreement allowed you to deliver shares of CSS common stock as payment for the
exercise price, shares of Cisco common stock may be delivered in payment of the
adjusted exercise price, and the period for which such shares were held as CSS
Stock prior to the Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed CSS Options remain the same as set forth in your Option
Agreement, but the number of shares subject to each vesting installment has been
adjusted to reflect the Exchange Ratio. All other provisions which govern either
the exercise or the termination of the assumed CSS Option remain the same as set
forth in your Option Agreement, and the provisions of the Option Agreement
(except as
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expressly modified by this Agreement and the Acquisition) will govern and
control your rights under this Agreement to purchase shares of Cisco Stock.
However, to the extent an item is not explicitly provided for in your option
documents, Cisco policies will apply. For example, vesting of options will be
suspended during all leaves of absence in accordance with Cisco policy, unless
your option documents explicitly provide otherwise. Upon your termination of
employment with Cisco you will have the limited time period specified in your
Option Agreement to exercise your assumed CSS Option to the extent vested and
outstanding at the time, generally a 3 month period, after which time your CSS
Options will expire and NOT be exercisable for Cisco Stock.
To exercise your assumed CSS Option, you must deliver to Cisco (i) a written
notice of exercise for the number of shares of Cisco Stock you want to purchase,
(ii) the adjusted exercise price, and (iii) all applicable taxes. The exercise
notice and payment should be delivered to Cisco at the following address:
Cisco Systems, Inc.
170 West Tasman Drive
SJ-11-3
San Jose, CA 95134
Attention: Stock Administration
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Cisco's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from Cisco will be governed by the terms of the Cisco stock
option plan, and such terms may be different from the terms of your assumed CSS
Options, including, but not limited to, the time period in which you have to
exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed Agreement is received by Cisco's Stock
Administration Department your Cisco account will not be activated. If you have
any questions regarding this Agreement or your assumed CSS Options, please
contact Kathy Zwern at 408-526-8045.
CISCO SYSTEMS, INC.
By:
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 CSS Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED:__________________, 2000
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<<EMPLOYEE>>, OPTIONEE
