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Cisco Systems, Inc. – ‘S-8’ on 5/5/00 – EX-99.4

On:  Friday, 5/5/00, at 4:33pm ET   ·   Effective:  5/5/00   ·   Accession #:  891618-0-2549   ·   File #:  333-36414

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/05/00  Cisco Systems, Inc.               S-8         5/05/00    7:73K                                    Bowne - Palo Alto/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 
 4: EX-99.1     Miscellaneous Exhibit                                 10     43K 
 5: EX-99.2     Miscellaneous Exhibit                                  4     20K 
 6: EX-99.3     Miscellaneous Exhibit                                  2     13K 
 7: EX-99.4     Miscellaneous Exhibit                                  4     16K 


EX-99.4   —   Miscellaneous Exhibit
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Optionee
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Exhibit 99.4 CISCO SYSTEMS, INC. STOCK OPTION ASSUMPTION AGREEMENT ALTIGA NETWORKS, INC. 1998 OMNIBUS STOCK PLAN OPTIONEE: (First Name) (Last Name), STOCK OPTION ASSUMPTION AGREEMENT effective as of the 29th day of March 2000 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 Altiga Networks, Inc., a Commonwealth of Massachusetts corporation ("Altiga"), which were granted to Optionee under the Altiga 1998 Omnibus Stock Plan (the "Plan"). WHEREAS, each outstanding Altiga option is evidenced by a Stock Option Agreement the ("Option Agreement"), with any shares purchased under such options to be subject to the terms and conditions of such agreement. WHEREAS, Altiga has been acquired by Cisco through the merger of Altiga with Cisco (the "Merger") pursuant to the Agreement and Plan of Reorganization, by and between Cisco and Altiga (the "Merger Agreement"). WHEREAS, the provisions of the Merger Agreement require the obligations of Altiga under each outstanding option under the Plan to be assumed by Cisco at the consummation of the Merger, and the holder of each such outstanding option to be issued 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 0.44355332 of a share of Cisco Common Stock ("Cisco Stock"), for each outstanding share of Altiga common stock ("Altiga 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 Altiga Stock subject to the options held by Optionee immediately prior to the Effective Time (the "Altiga 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 Altiga under each of the Altiga Options. In connection with such assumption, the number of shares of Cisco Stock purchasable under each Altiga Option hereby
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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 Altiga 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 Altiga Option shall also be as indicated for that option below. [Enlarge/Download Table] ---------------------------------------------------------- ---------------------------------------------------- ALTIGA STOCK OPTIONS CISCO ASSUMED OPTIONS ---------------------------------------------------------- ---------------------------------------------------- ----------------------------- ---------------------------- --------------------------- ------------------------ # of Shares of Altiga Exercise Price # of Shares of Cisco Adjusted Exercise Common Stock per Share Common Stock Price per Share ----------------------------- ---------------------------- --------------------------- ------------------------ (B) (C) (D) $(E) ----------------------------- ---------------------------- --------------------------- ------------------------ 2. The intent of the foregoing adjustments to each assumed Altiga 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 substantially the same as (and in no event greater than) than the spread which existed, immediately prior to the Merger, between the then aggregate fair market value of the Altiga Stock subject to the Altiga 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 Altiga Option immediately prior to the Merger. 3. The following provisions shall govern each Altiga Option hereby assumed by Cisco: (a) Unless the context otherwise requires, all references in the Option Agreement and, if applicable, in the Plan (as incorporated into such Option Agreement) shall be adjusted as follows; (i) all references to the "Company" shall mean Cisco, (ii) all references to "Share" shall mean shares of Cisco Stock, (iii) all references to "Stock" or "Common Stock" shall mean Cisco Stock, (iv) all references to the "Board" shall mean the Board of Directors of Cisco and (v) all references to the "Committee" shall mean the Compensation Committee of the Cisco Board of Directors. (b) The grant date and the expiration date of each assumed Altiga Option and all other provisions which govern either the exercise or the termination of the assumed Altiga 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 Altiga Option. (c) Pursuant to the terms of the Option Agreement, each Altiga Option assumed by Cisco hereunder immediately vested as to fifty (50%) percent of the unvested shares as of the date of the merger approval. 2
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(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 of Altiga, Optionee shall be deemed to continue in such status as an employee for so long as Optionee renders services as an employee to Cisco or any present or future majority-owned Cisco subsidiary. Accordingly, the provisions of the Option Agreement governing the termination of the assumed Altiga Options shall hereafter be applied on the basis of Optionee's cessation of employee status with Cisco and its majority-owned subsidiaries. Each assumed Altiga 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 Cisco and its majority-owned subsidiaries. (e) The adjusted exercise price payable for the Cisco Stock subject to each assumed Altiga 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 Altiga Stock prior to the Merger shall be taken into account. (f) In order to exercise each assumed Altiga 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. 170 West Tasman Drive MS11-3 San Jose, CA 95134 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. 3
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IN WITNESS WHEREOF, Cisco, Inc. has caused this Stock Option Assumption Agreement to be executed on its behalf by its duly-authorized officer as of the 29th of March 2000. CISCO SYSTEMS, INC. By: /s/ LARRY R. CARTER -------------------------- Larry R. Carter 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 Altiga Options hereby assumed by Cisco are as set forth in the Option Agreement, the Plan, as applicable, and such Stock Option Assumption Agreement. ----------------------------------------- (First Name) (Last Name), OPTIONEE DATED: , 2000 ----------- 4
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Filing Submission 0000891618-00-002549   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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