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EXHIBIT 99.9
EFFECTIVE DATE: SEPTEMBER 1, 2000
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
EFFECTIVE DATE: SEPTEMBER 1, 2000
Dear [IPmobile Optionee]:
As you know, on September 1, 2000 (the "Closing Date") Cisco Systems, Inc.
("Cisco") acquired IPmobile, Inc. ("IPmobile") (the "Acquisition"). In the
Acquisition, each share of IPmobile common stock was exchanged for .3303 of a
share of Cisco common stock (the "Exchange Ratio"). On the Closing Date you held
one or more outstanding options to purchase shares of IPmobile common stock
granted to you under the IPmobile Amended and Restated 1999 Employee Stock
Option Plan (the "Plan") and documented with a Stock Option Agreement(s) and/or
Notice(s) of Grant of Stock Option (collectively, the "Option Agreement") issued
to you under the Plan (the "IPmobile Options"). In accordance with the
Acquisition, on the Closing Date Cisco assumed all obligations of IPmobile under
the IPmobile Options. This Agreement evidences the assumption of the IPmobile
Options, including the necessary adjustments to the IPmobile Options required by
the Acquisition.
Your IPmobile Options immediately before and after the Acquisition are as
follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
IPmobile STOCK OPTIONS CISCO ASSUMED OPTIONS
------------------------------------------------------------------------------------------------
# Shares of IPmobile IPmobile Exercise Price # of Shares of Cisco Cisco Exercise Price
Common Stock Per Share 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 IPmobile 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; (ii) to preserve, on a per share basis, the ratio of
exercise price to fair market value that existed immediately prior to the
Acquisition; and (iii) to the extent applicable and allowable by law, to retain
incentive stock option ("ISO") status under the Federal tax laws.
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 IPmobile 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 IPmobile 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
IPmobile Stock prior to the Acquisition will be taken into account.
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The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed IPmobile 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 IPmobile Option
remain the same as set forth in your Option Agreement, and the provisions of the
Option Agreement (except as expressly modified by this Agreement and the
Acquisition) will govern and control your rights under this Agreement to
purchase shares of Cisco common stock. Upon your termination of employment with
Cisco you will have the limited time period specified in your Option Agreement
to exercise your assumed IPmobile Option to the extent vested and outstanding at
the time, generally a 90-day period, at which time your IPmobile Options will
expire and not be exercisable for Cisco Stock.
To exercise your assumed IPmobile 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
IPmobile 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 IPmobile Options, please
contact Kathy Zwern at 408-526-8045.
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 IPmobile Options hereby assumed by Cisco are as
set forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED: __________________, 2000 ---------------------------------
((EMPLOYEE)), OPTIONEE
