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EXHIBIT 99.5
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
NETIVERSE, INC.
1999 STOCK OPTION/STOCK ISSUANCE PLAN
OPTIONEE: <> <>,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 4th day of
August, 2000 (the "Effective Time") 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 Netiverse, Inc., a
Delaware corporation ("Netiverse"), which were granted to Optionee under the
Netiverse 1999 Stock Option/Stock Issuance Plan (the "Plan").
WHEREAS, each outstanding Netiverse option is evidenced by a Stock
Option Agreement (the "Option Agreement"), with any shares purchased under such
option to be subject to the terms and conditions of such agreement.
WHEREAS, Netiverse has been acquired by Cisco through the merger of
Netiverse with and into Cisco (the "Merger") pursuant to the Agreement and Plan
of Reorganization, by and between Cisco and Netiverse (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of Netiverse 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 0.2511 of a
share of Cisco common stock ("Cisco Stock") for each outstanding share of
Netiverse common stock ("Netiverse Stock").
WHEREAS, the purpose of this Agreement is to evidence the assumption
by Cisco 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 Cisco.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Netiverse Stock subject to the options
held by Optionee immediately prior to the Effective Time (the "Netiverse
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
Netiverse under each of the Netiverse Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each Netiverse
Option
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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 Netiverse Option hereby assumed shall be as specified for that
option below, and the adjusted exercise price payable per share of Cisco Stock
under the assumed Netiverse Option shall also be as indicated for that option
below.
NETIVERSE STOCK OPTIONS CISCO ASSUMED OPTIONS
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# of Shares of Exercise Price # of Shares of Adjusted Exercise
Netiverse Common Stock per Share Cisco Common Stock Price per Share
Netiverse Shares $Netiverse Price <> $<>
2. The intent of the foregoing adjustments to each assumed Netiverse
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 Netiverse Stock subject to the Netiverse 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 Netiverse Option immediately prior to the Merger.
3. The following provisions shall govern each Netiverse Option
hereby assumed by Xxxxx:
(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 "Corporation" shall mean Cisco, (ii) to "Option
Shares" shall mean shares of Cisco Stock, (iii) to "Common Stock" shall mean
shares of Cisco Stock, (iv) to the "Board" shall mean the Board of Directors of
Cisco and (v) to the "Plan Administrator" shall mean the Compensation Committee
of the Cisco Board of Directors.
(b) The grant date and the expiration date of each assumed
Netiverse Option and all other provisions which govern either the exercise or
the termination of the assumed Netiverse Option shall remain the same as set
forth in the Option Agreement applicable to that option, and the provisions of
the Plan and the Option Agreement shall accordingly govern and control
Optionee's rights to purchase Cisco Stock under the assumed Netiverse Option.
(c) Pursuant to the terms of the Option Agreement, none of your
options assumed by Cisco in connection with the transaction will vest on an
accelerated basis upon the consummation of the Merger. Each Netiverse Option
shall be assumed by Cisco as of the Effective Time. Each such assumed Netiverse
Option shall thereafter continue to vest for any unvested shares of Cisco
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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 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 Netiverse, 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 Netiverse Options shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with Cisco and its
subsidiaries, and each assumed Netiverse 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 Netiverse 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
Netiverse Stock prior to the Merger shall be taken into account.
(f) In order to exercise each assumed Netiverse 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.
000 Xxxx Xxxxxx Xxxxx
XX 00-0
Xxx Xxxx, XX 00000
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 4th day of August, 2000.
CISCO SYSTEMS, INC.
By: /s/ XXXXX X. XXXXXX
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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 Netiverse 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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<> <>, OPTIONEE
DATED: __________________, 2000
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