1
EXHIBIT 99.3
EFFECTIVE DATE: SEPTEMBER 13, 2000
PACKETEER, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [Target Optionee]:
As you know, on September 13, 2000 (the "Closing Date") Packeteer, Inc.
("Packeteer") acquired Workfire Technologies International, Inc. ("Target") (the
"Acquisition"). In the Acquisition, each share of Target common stock was
exchanged for .1211486 of a share of Packeteer common stock (the "Exchange
Ratio"). On the Closing Date you held one or more outstanding options to
purchase shares of Target common stock granted to you under the Workfire
Technologies International, Inc. 2000 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
"Target Options"). In accordance with the Acquisition, on the Closing Date
Packeteer assumed all obligations of Target under the Target Options. This
Agreement evidences the assumption of the Target Options, including the
necessary adjustments to the Target Options required by the Acquisition.
Your Target Options immediately before and after the Acquisition are as follows:
-----------------------------------------------------------------------------------------------------
TARGET STOCK OPTIONS PACKETEER ASSUMED OPTIONS
-----------------------------------------------------------------------------------------------------
# Shares of Target Target Exercise Price # of Shares of Packeteer Packeteer Exercise Price
Common Stock Per Share Common Stock Per Share
-----------------------------------------------------------------------------------------------------
The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed Target 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 Packeteer, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Packeteer Stock, (iii) to
the "Board of Directors" or the "Board" means the Board of Directors of
Packeteer and (iv) to the "Committee" means the Compensation Committee of the
Packeteer Board of Directors. All references in the Option Agreement and the
Plan relating to your status as an employee of Target will now refer to your
status as an employee of Packeteer or any present or future Packeteer
subsidiary. To the extent the Option Agreement allowed you to deliver shares of
Target common stock as payment for the exercise price, shares of Packeteer
common stock may be delivered in payment of the adjusted exercise price, and the
period for which such shares were held as Target 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 Target Options remain the same as set forth in your Option
Agreement, but the
2
EFFECTIVE DATE: SEPTEMBER 13, 2000
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 Target 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 Packeteer
Stock. Upon your termination of employment with Packeteer you will have the
limited time period specified in your Option Agreement to exercise your assumed
Target Option to the extent vested and outstanding at the time, generally a
three month period, after which time your Target Options will expire and NOT be
exercisable for Packeteer Stock.
To exercise your assumed Target Option, you may either utilize the company
sponsored broker program (see the Stock Administrator for details) or deliver to
Packeteer (i) a written notice of exercise for the number of shares of Packeteer
Stock you want to purchase, (ii) the adjusted exercise price, and (iii) all
applicable taxes. The exercise notice and payment should be delivered to
Packeteer at the following address:
Packeteer, Inc.
00000 X. Xx Xxxx Xxxx.
Xxxxxxxxx, XX 00000
Attention: Stock Administration
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Packeteer'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 Packeteer will be governed by the terms of the
Packeteer stock option plan, and such terms may be different from the terms of
your assumed Target 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 Packeteer's Stock
Administration Department your Packeteer account will not be activated. If you
have any questions regarding this Agreement or your assumed Target Options,
please contact Xxxx Xxxxxxx at (000) 000-0000.
PACKETEER SYSTEMS, INC.
By:
Xxxxx Xxxxxx
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 Target Options hereby assumed by Packeteer are as
set forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED: __________________, 2000 _________________________________________
<>, OPTIONEE
