1
EXHIBIT 99.8
BROADCOM CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
SILICON SPICE, INC.
1996 STOCK OPTION PLAN
(AS AMENDED THROUGH FEBRUARY 29, 2000)
This STOCK OPTION ASSUMPTION AGREEMENT by and between Broadcom
Corporation, a California corporation ("Broadcom"), and the undersigned
individual ("Optionee") is effective as of October 6, 2000 (this "Assumption
Agreement").
WHEREAS, Optionee holds one or more outstanding options to purchase
shares of the common stock ("Silicon Spice Stock") of Silicon Spice, Inc., a
California corporation ("Silicon Spice"), which were granted to Optionee under
the Silicon Spice, Inc. 1996 Stock Option Plan, as amended (the "Option Plan"),
and are each evidenced by a Stock Option Agreement(s).
WHEREAS, Silicon Spice has been acquired by Broadcom through the merger
of Silicon Spice with and into Broadcom (the "Merger") pursuant to the Merger
Agreement and Plan of Reorganization, dated as of August 3, 2000 (the "Merger
Agreement"), by and among Broadcom and Silicon Spice and, with respect to
Article 7 and Article 9 of the Merger Agreement only, Xxxxx Xxx, as Shareholder
Agent, and U.S. Stock Transfer Corporation, as Depositary Agent.
WHEREAS, the provisions of the Merger Agreement require Broadcom to
assume the obligations of Silicon Spice under the Option Plan and each
outstanding option under the Option Plan at the consummation of the Merger.
WHEREAS, Broadcom desires to issue to the holder of each such assumed
option (the "Assumed Option") an agreement evidencing the assumption of such
option.
WHEREAS, pursuant to the Merger Agreement, each outstanding share of
Silicon Spice Stock was converted into 0.0900106425 (the "Exchange Ratio") of a
share of Class A common stock, par value $0.0001 per share, of Broadcom
("Broadcom Stock").
WHEREAS, the purpose of this Agreement is to evidence the assumption by
Broadcom 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 Broadcom.
2
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Silicon Spice Stock subject to the
options outstanding under the Option Plan held by Optionee immediately prior to
the Effective Time (the "Silicon Spice Options") and the exercise price payable
per share are set forth in Exhibit A attached hereto. Broadcom hereby assumes,
as of the Effective Time, all the duties and obligations of Silicon Spice under
the Option Plan and each of the Silicon Spice Options. In connection with such
assumption, the number of shares of Broadcom Stock purchasable under each
Assumed Option and the exercise price payable thereunder have been adjusted to
reflect the Exchange Ratio. Accordingly, the number of shares of Broadcom Stock
subject to each Assumed Option shall be as specified for that option in attached
Exhibit A, and the adjusted exercise price payable per share of Broadcom Stock
under the Assumed Option shall also be as indicated for that option in Exhibit A
attached hereto.
2. The intent of the foregoing adjustments to each Assumed Option is
to assure that the difference between the aggregate fair market value of the
shares of Broadcom 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 no less than the difference which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the Silicon Spice Stock subject to the Silicon Spice Option and the aggregate
exercise price in effect at such time under the Option Agreement(s). 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 Silicon Spice Option immediately
prior to the Merger. Such adjustments are also intended to preserve, to the
extent applicable, the incentive stock option status of the assumed Silicon
Spice Options under Section 422 of the Internal Revenue Code of 1986, as
amended.
3. Unless the context otherwise requires, all references in the
Option Agreement(s) and, if applicable, in the Option Plan (as incorporated into
such Option Agreement(s)) shall be adjusted as follows: (i) all references to
the "Company" shall mean Broadcom, (ii) all references to "Stock" shall mean a
share of Broadcom Stock, (iii) all references to the "Board" shall mean the
Board of Directors of Broadcom and (iv) all references to the "Committee" shall
mean the Option Committee of the Board. In the event that Broadcom decides to
use the Joint Escrow instructions previously provided with the Option Agreement,
all references in such Joint Escrow instructions to the "Agent" shall mean
Broadcom.
4. The grant date and the expiration date of each Assumed Option and
all other provisions which govern either the exercise or the termination of the
Assumed Option shall remain the same as set forth in the Option Agreement(s)
applicable to that option, and the provisions of the Option Plan and the Option
Agreement(s) shall accordingly govern and control Optionee's rights to purchase
Broadcom Stock under the Assumed Option.
5. Pursuant to the terms of your Option Agreement(s) and the Option
Plan, your Assumed Options shall not vest or become exercisable on an
accelerated basis upon the consummation of the Merger. Accordingly, each Assumed
Option shall continue to vest and become exercisable for unvested shares of
Broadcom Stock subject to that option on the same terms and in accordance with
the same installment vesting schedule as those in effect under the applicable
Option Agreement(s) immediately prior to the Effective Time; provided, however,
that the number of shares of Broadcom Stock subject to each such installment
shall be adjusted to reflect the Exchange Ratio.
2
3
6. For purposes of applying any and all provisions of the Option
Agreement(s) and/or the Option Plan relating to Optionee's status as an employee
of or a consultant to Silicon Spice, 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 Broadcom or any present or future
subsidiary of Broadcom. Accordingly, the provisions of the Option Agreement(s)
governing the termination of the Assumed Options upon Optionee's cessation of
service as an employee of or a consultant to Silicon Spice shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant status
with Broadcom or any present or future subsidiaries of Broadcom, and each
assumed Silicon Spice 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 of or a consultant to Broadcom or any
present or future subsidiaries of Broadcom.
7. The adjusted exercise price payable for the Broadcom Stock
subject to each Assumed Option shall be payable in any of the forms authorized
under the Option Agreement applicable to that option.
8. In order to exercise each Assumed Option, Optionee must deliver
to Broadcom a written notice of exercise in which the number of shares of
Broadcom 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 Broadcom Stock or must specify the arrangement for the
payment of the purchase price as permitted by the applicable Option Agreement.
This notice should be delivered to Broadcom at the following address:
Broadcom Corporation
00000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Manager of Shareholder Services
9. Except to the extent specifically modified by this 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
Assumption Agreement.
3
4
IN WITNESS WHEREOF, Broadcom Corporation has caused this Assumption
Agreement to be executed on its behalf by its duly authorized officer as of
October 6, 2000.
BROADCOM CORPORATION
By:
-----------------------------------
Xxxxx X. Xxxx
Vice President, General Counsel
and Secretary
4
5
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Assumption
Agreement and understands and agrees that all rights and liabilities with
respect to each of his or her Silicon Spice Options hereby assumed by Broadcom
are as set forth in the Option Agreement, the Option Plan, and this Assumption
Agreement.
-----------------------------------
Signature of Optionee
-----------------------------------
Printed Name
DATED:
5
