1
EXHIBIT 99.6
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
GEOTEL COMMUNICATIONS CORPORATION
1995 STOCK OPTION PLAN
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
OPTIONEE: <>
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 24th day
of June, 1999 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 GeoTel
Communications Corporation, a Delaware corporation ("GeoTel"), which were
granted to Optionee under the GeoTel 1995 Stock Option Plan or 1998
Non-Executive Employee Stock Option Plan (the "Plans") and are each evidenced by
a Stock Option Agreement (the "Option Agreement").
WHEREAS, GeoTel has been acquired by Cisco through the merger of
GeoTel with and into Cisco (the "Merger") pursuant to the Agreement and Plan of
Merger and Reorganization, by and between Cisco and GeoTel (the "Merger
Agreement").
WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of GeoTel under all outstanding options under the Plans
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 1.0276 shares
of Cisco common stock ("Cisco Stock") for each outstanding share of GeoTel
common stock ("GeoTel Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by Cisco in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of GeoTel Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "GeoTel
Options") and the exercise price payable per share are set forth in Exhibit(s) A
hereto. Cisco hereby assumes, as of the Effective Time, all the duties and
obligations of GeoTel under each of the GeoTel Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each GeoTel
Option 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 GeoTel
2
Option hereby assumed shall be as specified for that option in attached
Exhibit(s) A, and the adjusted exercise price payable per share of Cisco Stock
under the assumed GeoTel Option shall also be as indicated for that option in
attached Exhibit(s) A.
2. The intent of the foregoing adjustments to each assumed
GeoTel 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 GeoTel Stock subject to the GeoTel 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 GeoTel Option immediately prior
to the Merger.
3. The following provisions shall govern each GeoTel Option
hereby assumed by ▇▇▇▇▇:
(a) Unless the context otherwise requires,
all references in each Option Agreement and, if applicable, in
the Plans (as incorporated into such Option Agreement) (i) to
the "Company" shall mean Cisco, (ii) to "Shares" shall mean
shares of Cisco Stock, (iii) to the "Board" shall mean the Board
of Directors of Cisco and (iv) 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 GeoTel Option and all other provisions which
govern either the exercise or the termination of the assumed
GeoTel Option shall remain the same as set forth in the Option
Agreement applicable to that option, and the provisions of the
Option Agreement shall accordingly govern and control Optionee's
rights under this Agreement to purchase Cisco Stock.
(c) Pursuant to the terms of the Option
Agreement, none of your options assumed by Cisco in connection
with the transaction will vest and become exercisable on an
accelerated basis upon the consummation of the Merger. Each
GeoTel Option shall be assumed by ▇▇▇▇▇ as of the Effective
Time. Each such assumed GeoTel Option shall thereafter continue
to vest for any remaining unvested shares of Cisco 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 GeoTel,
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
2
3
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 GeoTel Options upon
Optionee's cessation of service as an employee or a consultant
of GeoTel shall hereafter be applied on the basis of Optionee's
cessation of employee or consultant status with Cisco and its
subsidiaries, and each assumed GeoTel Option shall accordingly
terminate, within the designated time period in effect under the
Option Agreement for that option, generally a thirty (30) day
period, 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 GeoTel 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 GeoTel Stock prior to the Merger shall
be taken into account.
(f) In order to exercise each assumed GeoTel
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.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Option Plan Administrator
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
4
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 16th day of July, 1999.
CISCO SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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 GeoTel Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
_________________________________________
<>, OPTIONEE
DATED: __________________, 1999
4