EXHIBIT 99.20
P-COM, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Optionee:
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 29th
day of May, 1997 by P-Com, Inc., a Delaware corporation ("P-
Com").
WHEREAS, the undersigned individual ("Optionee") holds
one or more outstanding options to purchase shares of the common
stock of Control Resources Corporation, a Delaware corporation
("CRC"), which were granted to Optionee under the 1995 Incentive
Stock Option Plan of CRC, as amended and restated as of August 1,
1996, (the "Plan") and are evidenced by a Stock Option Agreement
(the "Option Agreement") between CRC and Optionee.
WHEREAS, CRC has this day been acquired by P-Com
through merger of a wholly-owned P-Com subsidiary ("Acquisition
Corporation") with and into CRC (the "Merger") pursuant to the
Agreement and Plan of Reorganization dated as of April 14, 1997
and the Agreement of Merger dated as of May 29, 1997 by and among
P-Com, CRC and Acquisition Corporation (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require
P-Com to assume all obligations of CRC under all options
outstanding 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 in effect for the Merger is 0.2384
of a share of P-Com common stock ("P-Com Stock") for each
outstanding share of CRC common stock (the "Exchange Ratio").
WHEREAS, this Agreement is to become effective
immediately upon the consummation of the Merger (the "Effective
Time") in order to reflect certain adjustments to Optionee's
outstanding options under the Plan which have become necessary by
reason of the assumption of those options by P-Com in connection
with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The stock options held by Optionee under the Plan
immediately prior to the Effective Time (the "CRC Options") and
the exercise price payable per share are set forth in Exhibit A
hereto. P-Com hereby assumes, as of the Effective Time, all the
duties and obligations of CRC under each of the CRC Options. In
connection with such assumption, the number of shares of P-Com
Stock purchasable under each CRC Option hereby assumed and the
exercise price payable thereunder have been adjusted to reflect
the Exchange Ratio at which shares of CRC common stock ("CRC
Stock") were converted into shares of P-Com Stock in consummation
of the Merger. Accordingly, the number of shares of P-Com Stock
subject to each CRC Option hereby assumed shall be as specified
for that option in attached Exhibit B, and the adjusted exercise
price payable per share of P-Com Stock under the assumed CRC
Option shall be as indicated for that option in attached Exhibit
B.
2. The intent of the foregoing adjustments to each
assumed CRC Option is to assure that the spread between the
aggregate fair market value of the shares of P-Com 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, equal the spread which
existed, immediately prior to the Merger, between the then
aggregate fair market value of the CRC Stock subject to the CRC
Option and the aggregate exercise price in effect at such time
under the Option Agreement. Such adjustments are also designed
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 CRC Option immediately
prior to the Merger.
3. The following provisions shall govern each CRC
Option hereby assumed by P-Com:
(a) Unless the context otherwise
requires, all references to the "Company" in each
Option Agreement and in the Plans (as incorporated into
such Option Agreement) shall mean P-Com, all references
to "Common Stock" shall mean shares of P-Com Stock, and
all references to the "Board of Directors" or the Stock
Option Plan Committee shall mean the Compensation
Committee of the P-Com Board of Directors.
(b) The grant date and the expiration
date of each assumed CRC Option and all other
provisions which govern either the exercisability or
the termination of the assumed CRC Option shall remain
the same as set forth in the Option Agreement
applicable to that option and shall accordingly govern
and control Optionee's rights under this Agreement to
purchase P-Com Stock.
(c) The minimum exercise requirement
under each assumed CRC Option shall be adjusted in
accordance with the Exchange Ratio. However, such
requirement shall not be applicable to the extent the
assumed CRC Option is exercised for the total number of
shares of P-Com Stock at the time purchasable
thereunder.
(d) Each assumed CRC Option shall
remain exercisable in accordance with the same
installment exercise schedule in effect under the
applicable Option Agreement immediately prior to the
Effective Time, with the number of shares of P-Com
Stock subject to each such installment adjusted to
reflect the Exchange Ratio. Accordingly, no
accelerated vesting of the CRC Options shall be deemed
to automatically occur by reason of the Merger, and the
grant date for each assumed CRC Option shall
accordingly remain the same as in effect under the
applicable Option Agreement immediately prior to the
Merger.
(e) For purposes of applying any and
all provisions of the Option Agreement relating to
Optionee's status as an employee with the Company,
Optionee shall be deemed to continue in such employee
status for so long as Optionee renders services as an
employee to P-Com or any present or future P-Com
subsidiary, including (without limitation) CRC.
Accordingly, the provisions of the Option Agreement
governing the termination of the assumed CRC Option
upon Optionee's cessation of employee status with CRC
shall hereafter be applied on the basis of Optionee's
cessation of employee status with P-Com and its
subsidiaries, and each assumed CRC Option shall
accordingly terminate, within the designated time
period in effect under the Option Agreement for that
option, following such cessation of employment with P-
Com and its subsidiaries.
(f) The adjusted exercise price payable
for the P-Com Stock subject to each assumed CRC Option
shall be payable in any of the forms authorized under
the Option Agreement applicable to that option.
(g) In order to exercise each assumed
CRC Option, Optionee must deliver to P-Com a written
notice of exercise in which the number of shares of P-
Com 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 P-Com Stock and should be delivered to P-Com
at the following address:
P-Com, Inc.
0000 X. Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Sophie
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.
IN WITNESS WHEREOF, P-Com, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its
duly-authorized officer as of the ___ day of _____, 1997.
P-COM, INC.
By: ___________________________
Xxxxxxx X. Sophie,
Vice President, Finance and
Administration and
Chief Financial Officer
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 CRC Options
hereby assumed by P-Com, Inc. are as set forth in the Option
Agreement, the Plan and such Stock Option Assumption Agreement.
__________________, OPTIONEE
DATED: __________________, 1997
EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of Control
Resources Corporation
Common Stock (Pre-Merger)
EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of P-Com, Inc.
Common Stock (Post-Merger)
