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EXHIBIT 99.2
BROADCOM CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
VISIONTECH LTD.
3(9) SHARE OPTION AGREEMENT
This STOCK OPTION ASSUMPTION AGREEMENT by and between Broadcom
Corporation, a California corporation ("Broadcom"), and the undersigned
individual ("Optionee") is effective as of January 3, 2001 (this "Assumption
Agreement").
WHEREAS, Optionee holds one or more outstanding options to purchase
Ordinary Shares ("Visiontech Stock") of Visiontech Ltd., an Israeli corporation
("Visiontech"), which were granted to Optionee under and are each evidenced by a
Visiontech 3(9) Share Option Agreement(s).
WHEREAS, Visiontech has been acquired by Broadcom through the
acquisition of substantially all of the assets of Visiontech by Broadcom (the
"Acquisition") pursuant to the Asset Purchase Agreement, dated as of November
23, 2000 (the "Acquisition Agreement"), by and among Broadcom, Visiontech and
the entities comprising the Vertex Venture Funds, as Selling Shareholders, and,
with respect to Article 8 and Article 10 of the Acquisition Agreement only, ▇▇▇▇
▇▇▇▇▇, as Shareholder Agent, and U.S. Stock Transfer Corporation, as Depositary
Agent.
WHEREAS, the provisions of the Acquisition Agreement require Broadcom
to assume the obligations of Visiontech under each outstanding option of
Visiontech at the consummation of the Acquisition (the "Effective Time").
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 Acquisition Agreement, each outstanding share
of Visiontech Stock was converted into 1.72574 shares (the "Exchange Ratio") 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 Effective Time and
to reflect certain adjustments to Optionee's outstanding options that have
become necessary in connection with their assumption by Broadcom.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Visiontech Stock subject to the options
outstanding under the 3(9) Share Option Agreement(s) held by Optionee
immediately prior to the Effective Time (the "Visiontech 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
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obligations of Visiontech under each of the Visiontech 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 Acquisition, be no less than the difference which existed,
immediately prior to the Acquisition, between the then aggregate fair market
value of the Visiontech Stock subject to the Visiontech Option and the aggregate
exercise price in effect at such time under the 3(9) Share Option Agreement(s).
Such adjustments are also intended to preserve, immediately after the
Acquisition, on a per share basis, the same ratio of exercise price per option
share to fair market value per share which existed under the Visiontech Option
immediately prior to the Acquisition.
3. Unless the context otherwise requires, all references in the 3(9)
Share Option Agreement(s) shall be adjusted as follows: (i) all references to
the "Company" shall mean Broadcom and (ii) all references to "Ordinary Shares"
and "Option Shares" shall mean Broadcom Stock.
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 3(9) Share Option
Agreement(s) applicable to that option, and the provisions 3(9) Share 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 your3(9) Share Option Agreement(s), your
Assumed Options shall not vest or become exercisable on an accelerated basis
upon the consummation of the Acquisition. 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 3(9) Share
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 3(9) Share
Option Agreement(s) relating to Optionee's continuous status as an employee of
or a consultant to Visiontech, 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 or future subsidiary
of Broadcom. Accordingly, the provisions of the 3(9) Share Option Agreement(s)
governing the termination of the Assumed Options upon Optionee's cessation of
service as an employee of or a consultant to Visiontech shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant status
with Broadcom or any present or future
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subsidiaries of Broadcom, and each assumed Visiontech Option shall accordingly
terminate, within the designated time period in effect under the 3(9) Share
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
3(9) Share 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 Stock Option Agreement. This
notice should be delivered to Broadcom at the following address:
Broadcom Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Manager of Shareholder Services
9. Except to the extent specifically modified by this Assumption
Agreement, all of the terms and conditions of each Stock Option Agreement as in
effect immediately prior to the Acquisition 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
January 3, 2001.
BROADCOM CORPORATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇
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 Visiontech Options hereby assumed by Broadcom are
as set forth in the 3(9) Share Option Agreement and this Assumption Agreement.
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Signature of Optionee
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Printed Name
DATED: