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EXHIBIT 99.3
EFFECTIVE DATE: NOVEMBER 7, 2000
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear [Vovida Optionee]:
As you know, on November 7, 2000 (the "Closing Date") Cisco Systems, Inc.
("Cisco") acquired Vovida Networks, Inc. ("Vovida") (the "Acquisition"). In the
Acquisition, each share of Vovida common stock was exchanged for 0.0968355 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 Vovida Networks, Inc.
common stock granted to you under the Vovida Networks, Inc. 1999 Stock 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 "Vovida Options"). In accordance with the Acquisition, on the
Closing Date Cisco assumed all obligations of Vovida under the Vovida Options.
This Agreement evidences the assumption of the Vovida Options, including the
necessary adjustments to the Vovida Options required by the Acquisition.
Your Vovida Options immediately before and after the Acquisition are as follows:
---------------------------------------------------------- ---------------------------------------------------
VOVIDA STOCK OPTIONS CISCO ASSUMED OPTIONS
---------------------------------------------------------- ---------------------------------------------------
---------------------------- ----------------------------- ------------------------- -------------------------
# Shares of Vovida Vovida Exercise Price # of Shares of Cisco Cisco 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 Vovida 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 Vovida 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 Vovida 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
Vovida 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 Vovida Options remain the same as set forth in your Option
Agreement, but the
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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 Vovida 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 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 Vovida Option to the extent vested and
outstanding at the time, generally a 90 day period, after which time your Vovida
Options will expire and NOT be exercisable for Cisco Stock.
To exercise your assumed Vovida 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.
000 Xxxx Xxxxxx Xxxxx
XX-00-0
Xxx Xxxx, XX 00000
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
Vovida 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 Vovida Options, please
contact Xxxxx Xxxxx at 000-000-0000.
CISCO SYSTEMS, INC.
By:
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Xxxxx X. 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 Vovida 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
