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Ehibit 99.6
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
JETCELL, INC.
1998 STOCK PLAN
Optionee: Employee,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the first 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 JetCell, Inc., a
Delaware corporation ("JetCell"), which were granted to Optionee under the
JetCell, 1998 Stock Plan (the "Plan") and are each evidenced by a Stock Option
Agreement (the "Option Agreement").
WHEREAS, JetCell has been acquired by Cisco through the merger of JetCell
with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Reorganization, by and between Cisco and JetCell (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to assume all
obligations of JetCell 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 0.1226959 shares of
Cisco common stock ("Cisco Stock") for each outstanding share of JetCell common
stock ("JetCell 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 JetCell Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "JetCell 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 JetCell under each of
the JetCell Options. In connection with such assumption, the number of shares of
Cisco Stock purchasable under each JetCell 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 JetCell
Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per
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share of Cisco Stock under the assumed JetCell Option shall also be as
indicated for that option below.
<TABLE>
<CAPTION>
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JETCELL, INC. STOCK OPTIONS CISCO ASSUMED OPTIONS
---------------------------------------------------------- --------------------------------------------------------
<S> <C> <C> <C>
# of Shares of JetCell Exercise Price per Share # of Shares of Cisco Adjusted Exercise Price per
Common Stock Common Stock Share
------------------------------- ---------------------------- ------------------------ --------------------------------
$ $
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</TABLE>
2. The intent of the foregoing adjustments to each assumed JetCell 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 JetCell Stock subject to the JetCell 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 JetCell Option immediately prior to the Merger.
3. The following provisions shall govern each JetCell 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"
"Stock" or "Common Stock" 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, (v) to "Common Stock" means the Common Stock of the Company.
(b) The grant date and the expiration date of each assumed
JetCell Option and all other provisions which govern either the exercise or
the termination of the assumed JetCell 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 JetCell Option shall be assumed by Cisco as of the Effective
Time. Each such assumed JetCell 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
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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 JetCell, 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 JetCell Options upon Optionee's cessation of
service as an employee or a consultant of JetCell shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant
status with Cisco and its subsidiaries, and each assumed JetCell Option
shall accordingly terminate, 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 JetCell 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 JetCell Stock prior to the Merger shall be taken
into account.
(f) In order to exercise each assumed JetCell 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 first 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 JetCell, Inc. Options hereby assumed by Cisco are
as set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.
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Employee, OPTIONEE
DATED: , 2000
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