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EXHIBIT 99.7
BROADCOM CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
NEWPORT COMMUNICATIONS, INC.
1998 STOCK OPTION/STOCK ISSUANCE PLAN
This STOCK OPTION ASSUMPTION AGREEMENT by and between Broadcom
Corporation, a California corporation ("Broadcom"), and the undersigned
individual ("Optionee") is effective as of October 3, 2000 (this "Assumption
Agreement").
WHEREAS, Optionee holds one or more outstanding options to purchase
shares of the common stock ("Newport Stock") of Newport Communications, Inc., a
California corporation ("Newport"), which were granted to Optionee under the
Newport Communications, Inc. 1998 Stock Option/Stock Issuance Plan (the "Option
Plan"), and are each evidenced by a Stock Option Agreement(s), with any shares
purchased under such options to be subject to the terms and conditions of a
Stock Purchase Agreement.
WHEREAS, Newport has been acquired by Broadcom through the merger of
Newport with and into Broadcom (the "Merger") pursuant to the Merger Agreement
and Plan of Reorganization, dated as of August 9, 2000 (the "Merger Agreement"),
by and among Broadcom and Newport and, with respect to Section 7.2 of the Merger
Agreement only, Xxxxxx Xxxxxxxxxxx, 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 Newport 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
Newport Stock was converted into 0.171116637 (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.
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NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Newport Stock subject to the options
outstanding under the Option Plan held by Optionee immediately prior to the
Effective Time (the "Newport 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 Newport under the Option Plan
and each of the Newport 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 Newport Stock subject to the Newport 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 Newport 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 Newport 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
"Corporation" shall mean Broadcom, (ii) all references to "Common 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.
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.
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 Newport, 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
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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 Newport 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 Newport 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.
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IN WITNESS WHEREOF, Broadcom Corporation has caused this Assumption
Agreement to be executed on its behalf by its duly authorized officer as of
October 3, 2000.
BROADCOM CORPORATION
By:
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Xxxxx X. Xxxx
Vice President, General Counsel
and Secretary
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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 Newport Options hereby assumed by Broadcom are as
set forth in the Option Agreement, the Option Plan, and this Assumption
Agreement.
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Signature of Optionee
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Printed Name
DATED:
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