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Exhibit 99.1
EXECUTION COPY
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of November 8,
1999, by and between Cisco Systems, Inc., a California corporation ("Parent"),
and Aironet Wireless Communications, Inc., a Delaware corporation ("Company").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Company, Parent and Osprey Acquisition Corporation, a Delaware
corporation ("Merger Sub"), are entering into an Agreement and Plan of Merger
and Reorganization, dated as of the date hereof (the "Reorganization
Agreement"), which provides that, among other things, upon the terms and
subject to the conditions thereof, Merger Sub will be merged with and into
Company (the "Merger"), with Company continuing as the surviving corporation;
and
WHEREAS, as a condition and inducement to Parent's willingness to
enter into the Reorganization Agreement, Parent has required that Company
agree, and Company has so agreed, to grant to Parent an option with respect to
certain shares of Company's common stock on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and in the Reorganization Agreement,
the parties hereto agree as follows:
1. GRANT OF OPTION. Company hereby grants Parent an irrevocable option
(the "Company Option") to purchase up to 2,826,375 shares (the "Company
Shares") of common stock, par value $.01 per share, of Company (the "Company
Common Stock") in the manner set forth below at a price (the "Exercise Price")
of $48.00 per Company Share, payable in cash. Capitalized terms used herein but
not defined herein shall have the meanings set forth in the Reorganization
Agreement.
2. EXERCISE OF OPTION. The Company Option may be exercised by Parent,
in whole or in part at any time or from time to time after the occurrence of any
of the events described in Section 7.3(b) of the Reorganization Agreement or if
a Takeover Proposal or Trigger Event is consummated which obligates Company to
pay Parent the Termination Fee pursuant to Section 7.3(b) or (c) of the
Reorganization Agreement. In the event Parent wishes to exercise the Company
Option, Parent shall deliver to Company a written notice (an "Exercise Notice")
specifying the total number of Company Shares it wishes to purchase. Each
closing of a purchase of Company Shares (a "Closing") shall occur at a place, on
a date and at a time designated by Parent in an Exercise Notice delivered at
least two business days prior to the date of the Closing. The Company Option
shall terminate upon the earlier of: (i) the Effective Time; (ii) the
termination of the Reorganization Agreement pursuant to Section 7.1 thereof
(other than a termination in connection with which Parent is entitled to any
payments as specified in Sections 7.3(b) or (c) thereof); (iii) 180 days
following any termination of the Reorganization Agreement
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in connection with which Parent is entitled to a payment as specified in
Section 7.3(b) thereof (or if, at the expiration of such 180 day period, the
Company Option cannot be exercised by reason of any applicable judgment, decree,
order, law or regulation, ten business days after such impediment to exercise
shall have been removed or shall have become final and not subject to appeal);
or (iv) 12 months following any termination of the Reorganization Agreement in
connection with which Parent is entitled to a payment as specified in Section
7.3(c) thereof (or if, at the expiration of such 12 month period, the Company
Option cannot be exercised by reason of any applicable judgment, decree, order,
law or regulation, ten business days after such impediment to exercise shall
have been removed or shall have become final and not subject to appeal).
Notwithstanding the foregoing, the Company Option may not be exercised if Parent
is in material breach of any of its representations, warranties, covenants or
agreements contained in this Agreement or in the Reorganization Agreement.
3. CONDITIONS TO CLOSING. The obligation of Company to issue the
Company Shares to Parent hereunder is subject to the conditions that (i) all
waiting periods, if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR
Act"), applicable to the issuance of the Company Shares hereunder shall have
expired or have been terminated; (ii) all consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any Federal,
state or local administrative agency or commission or other Federal, state or
local governmental authority or instrumentality, if any, required in connection
with the issuance of the Company Shares hereunder shall have been obtained or
made, as the case may be; and (iii) no preliminary or permanent injunction or
other order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect.
4. CLOSING. At any Closing, (a) Company will deliver to Parent a
single certificate in definitive form representing the number of Company Shares
designated by Parent in its Exercise Notice, such certificate to be registered
in the name of Parent and to bear the legend set forth in Section 10, and (b)
Parent will deliver to Company the aggregate price for the Company Shares so
designated and being purchased by wire transfer of immediately available funds
or certified check or bank check. At any Closing at which Parent is exercising
the Company Option in part, Parent shall present and surrender this Agreement
to Company, and Company shall deliver to Parent an executed new agreement with
the same terms as this Agreement evidencing the right to purchase the balance
of the shares of Company Common Stock purchasable hereunder.
5. REPRESENTATIONS AND WARRANTIES OF COMPANY. Company represents and
warrants to Parent that (a) Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder; (b) the execution and delivery of this Agreement by
Company and the consummation by Company of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Company and no other corporate proceedings on the part of Company are necessary
to authorize this Agreement or any of the transactions contemplated hereby; (c)
this Agreement has been duly executed and delivered by Company and constitutes
a valid and binding obligation of Company,
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and, assuming this Agreement constitutes a valid and binding obligation of
Parent, enforceable against Company in accordance with its terms, except as
enforceability may be limited by bankruptcy and other laws affecting the rights
and remedies of creditors generally and general principles of equity; (d)
Company has taken all necessary corporate action to authorize and reserve for
issuance and to permit it to issue, upon exercise of the Company Option, and at
all times from the date hereof through the expiration of the Company Option
will have reserved, that number of unissued Company Shares that are subject to
the Company Option, all of which, upon their issuance and delivery in
accordance with the terms of this Agreement, will be validly issued, fully paid
and nonassessable; (e) upon delivery of the Company Shares to Parent upon the
exercise of the Company Option, Parent will acquire the Company Shares free and
clear of all claims, liens, charges, encumbrances and security interests of any
nature whatsoever; (f) except as may be required under the Securities Act of
1933, as amended (the "Securities Act"), the execution and delivery of this
Agreement by Company does not, and the performance of this Agreement by Company
will not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or the loss of a
benefit under, or the creation of a lien, pledge, security interest or other
encumbrance on assets pursuant to (any such conflict, violation, default, right
of termination, cancellation or acceleration, loss or creation, a "Violation"),
(A) any provision of the Certificate of Incorporation, as amended, or By-laws,
as amended, or the Rights Agreement, as amended, of Company or (B) any
provisions of any material mortgage, indenture, lease, contract or other
agreement, instrument, permit, concession, franchise, or license or (C) any
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Company or its properties or assets, which Violation, in the case of each of
clauses (B) and (C), would have a Material Adverse Effect on Company; and (g)
except as described in Section 2.3 of the Reorganization Agreement, the
execution and delivery of this Agreement by Company does not, and the
performance of this Agreement by Company will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority, other than applicable filings with and
payment of fees to the Nasdaq National Market with respect to the inclusion for
quotation thereon of the additional shares of Company Common Stock which may be
purchased hereunder.
6. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and
warrants to Company that (a) Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder; (b) the execution and delivery of this Agreement by
Parent and the consummation by Parent of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are necessary
to authorize this Agreement or any of the transactions contemplated hereby; (c)
this Agreement has been duly executed and delivered by Parent and constitutes a
valid and binding obligation of Parent, enforceable against Parent in
accordance with its terms, except as enforceability may be limited by
bankruptcy and other laws affecting the rights and remedies of creditors
generally and general principles of equity; (d) except as described in Section
3.3 of the Reorganization Agreement, the execution and delivery of this
Agreement by Parent does not, and the performance of this Agreement by Parent
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will not, result in any Violation pursuant to, (A) any provision of the
Articles of Incorporation or By-laws of Parent, (B) any provisions of any
material mortgage, indenture, lease, contract or other agreement, instrument,
permit, concession, franchise, or license or (C) any judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to Parent or its
properties or assets, which Violation, in the case of each of clauses (B) and
(C), would have a Material Adverse Effect on Parent; (e) except as described in
Section 3.3 of the Reorganization Agreement and Section 3(i) of this Agreement,
and except as may be required under the Securities Act and the Securities
Exchange Act of 1934, as amended, the execution and delivery of this Agreement
by Parent does not, and the performance of this Agreement by Parent will not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority; and (f) any Company
Shares acquired upon exercise of the Company Option will not be, and the
Company Option is not being, acquired by Parent with a view to the public
distribution thereof.
7. PUT AND CALL.
(a) EXERCISE. At any time during which the Company Option is
exercisable pursuant to Section 2 (the "Repurchase Period"), upon demand by
Parent, Parent shall have the right to sell to Company (or any successor entity
thereof), and Company (or such successor entity) shall be obligated to
repurchase from Parent (the "Put"), and upon demand by Company, Company (or any
successor entity thereof) shall have the right to purchase from Parent and
Parent shall be obligated to sell to Company (or any successor entity) (the
"Call"), all or any portion of the Company Option, to the extent not previously
exercised, at the price set forth in subparagraph (i) below, or all or any
portion of the Company Shares purchased by Parent pursuant thereto, at a price
set forth in subparagraph (ii) below:
(i) The difference between the "Market/Tender Offer
Price" for shares of Company Common Stock as of the date (the
"Notice Date") notice of exercise of the Put or Call, as the case
may be, is given to the other party (defined as the higher of (A)
the price per share offered as of the Notice Date pursuant to any
tender or exchange offer or other Takeover Proposal (as defined in
the Reorganization Agreement) which was made prior to the Notice
Date and not terminated or withdrawn as of the Notice Date (the
"Tender Price") or (B) the average of the closing prices of shares
of Company Common Stock on the Nasdaq National Market for the ten
trading days immediately preceding the Notice Date (the "Market
Price")), and the Exercise Price, multiplied by the number of
Company Shares purchasable pursuant to the Company Option (or
portion thereof with respect to which Parent is exercising its
rights under this Section 7), but only if the Market/Tender Offer
Price is greater than the Exercise Price.
(ii) The Exercise Price paid by Parent for the Company
Shares acquired pursuant to the Company Option plus the difference
between the Market/Tender Offer Price and the Exercise Price, but
only if the Market/Tender Offer Price is greater than the Exercise
Price, multiplied by the number of Company Shares so purchased.
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(iii) Notwithstanding subparagraphs (i) and (ii) above,
in no event shall the proceeds payable to Parent pursuant to this
Section 7 exceed the sum of (x) $35,000,000 plus (y) the Exercise
Price multiplied by the number of Company Shares purchased minus (z)
any amount paid to Parent by Company pursuant to Section 7.3(b) or
Section 7.3(c) of the Reorganization Agreement.
(b) For purposes of Section 7(a), the Tender Price shall be the
highest price per share offered pursuant to a tender or exchange offer or other
Takeover Proposal during the Repurchase Period.
(c) PAYMENT AND REDELIVERY OF COMPANY OPTION OR SHARES. In the
event Parent or Company exercises its rights under this Section 7, Company
shall, within ten business days of the Notice Date, pay the required amount to
Parent in immediately available funds and Parent shall surrender to Company the
Company Option or the certificates evidencing the Company Shares purchased by
Parent pursuant thereto, and Parent shall warrant that it owns such shares and
that such shares are then free and clear of all liens, claims, charges and
encumbrances of any kind or nature whatsoever.
8. REGISTRATION RIGHTS.
(a) Following any exercise of the Company Option, Parent may by
written notice (the "Registration Notice") to Company request Company to
register under the Securities Act all or any part of the shares of Company
Common Stock acquired pursuant to this Agreement (the "Restricted Shares")
beneficially owned by Parent (the "Registrable Securities") pursuant to a bona
fide firm commitment underwritten public offering in which Parent and the
underwriters shall effect as wide a distribution of such Registrable Securities
as is reasonably practicable and shall use their best efforts to prevent any
Person (including any Group) and its affiliates from purchasing through such
offering Restricted Shares representing more than 1% of the outstanding shares
of Common Stock of Company on a fully diluted basis (a "Permitted Offering");
provided, further, that any such Registration Notice must relate to a number of
shares equal to at least 2% of the outstanding shares of Company Common Stock
and that any rights to require registrations hereunder shall terminate with
respect to any shares that may be sold pursuant to Rule 144(k) under the
Securities Act. The Registration Notice shall include a certificate executed by
Parent and its proposed managing underwriter, which underwriter shall be an
investment banking firm of nationally recognized standing (the "Manager"),
stating that (i) they have a good faith intention to commence promptly a
Permitted Offering and (ii) the Manager in good faith believes that, based on
the then prevailing market conditions, it will be able to sell the Registrable
Securities at a per share price equal to at least 80% of the Fair Market Value
of such shares. For purposes of this Section 8, the term "Fair Market Value"
shall mean the per share average of the closing sale prices of Company's Common
Stock on the Nasdaq National Market for the ten trading days immediately
preceding the date of the Registration Notice.
(b) Company shall use its reasonable best efforts to effect, as
promptly as practicable, the registration under the Securities Act of the
unpurchased Registrable Securities;
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PROVIDED, HOWEVER, that (i) Parent shall not be entitled to more than an
aggregate of two effective registration statements hereunder and (ii) Company
will not be required to file any such registration statement during any period
of time (not to exceed 40 days after such request in the case of clause (A)
below or 90 days in the case of clauses (B) and (C) below) when (A) Company is
in possession of material non-public information which it reasonably believes
(i) would be detrimental to be disclosed at such time and, (ii) after
consultation with counsel to Company, such information would have to be
disclosed if a registration statement were filed at that time; (B) Company is
required under the Securities Act to include audited financial statements for
any period in such registration statement and such financial statements are not
yet available for inclusion in such registration statement; or (C) Company
determines, in its reasonable judgment, that such registration would interfere
with any financing, acquisition or other material transaction involving Company
or any of its affiliates. If consummation of the sale of any Registrable
Securities pursuant to a registration hereunder does not occur within 120 days
after the filing with the SEC of the initial registration statement, the
provisions of this Section 8 shall again be applicable to any proposed
registration; PROVIDED, HOWEVER, that Parent shall not be entitled to request
more than two registrations pursuant to this Section 8. Company shall use its
reasonable best efforts to cause any Registrable Securities registered pursuant
to this Section 8 to be qualified for sale under the securities or Blue Sky
laws of such jurisdictions as Parent may reasonably request and shall continue
such registration or qualification in effect in such jurisdiction; PROVIDED,
HOWEVER, that Company shall not be required to qualify to do business in, or
consent to general service of process in, any jurisdiction by reason of this
provision.
(c) The registration rights set forth in this Section 8 are
subject to the condition that Parent shall provide Company with such
information with respect to Parent's Registrable Securities, the plans for the
distribution thereof, and such other information with respect to Parent as, in
the reasonable judgment of counsel for Company, is necessary to enable Company
to include in such registration statement all material facts required to be
disclosed with respect to a registration thereunder.
(d) If Company's securities of the same type as the Registrable
Securities are then authorized for quotation or trading or listing on the New
York Stock Exchange, Nasdaq National Market System, or any other securities
exchange or automated quotations system, Company, upon the request of Parent,
shall promptly file an application, if required, to authorize for quotation,
trading or listing the shares of Registrable Securities on such exchange or
system and will use its reasonable efforts to obtain approval, if required, of
such quotation, trading or listing as soon as practicable.
(e) A registration effected under this Section 8 shall be
effected at Company's expense, except for underwriting discounts and
commissions and the fees and the expenses of counsel to Parent, and Company
shall provide to the underwriters such documentation (including certificates,
opinions of counsel and "comfort" letters from auditors) as are customary in
connection with underwritten public offerings as such underwriters may
reasonably require. In connection with any such registration, the parties agree
(i) to indemnify each other and the underwriters in the customary manner and
(ii) to enter into an underwriting
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agreement in form and substance customary to transactions of this type with the
Manager and the other underwriters participating in such offering.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) In the event of any change in Company Common Stock by reason
of stock dividends, splitups, mergers (other than the Merger),
recapitalizations, combinations, exchange of shares or the like, the type and
number of shares or securities subject to the Company Option, and the purchase
price per share provided in Section 1, shall be adjusted appropriately, and
proper provision shall be made in the agreements governing such transaction so
that Parent shall receive, upon exercise of the Company Option, the number and
class of shares or other securities or property that Parent would have received
in respect of the Company Common Stock if the Company Option had been exercised
immediately prior to such event or the record date therefor, as applicable.
(b) In the event that Company shall enter in an agreement: (i)
to consolidate with or merge into any person, other than Parent or one of its
Subsidiaries, and Company shall not be the continuing or surviving corporation
of such consolidation or merger; (ii) to permit any person, other than Parent
or one of its Subsidiaries, to merge into Company and Company shall be the
continuing or surviving corporation, but, in connection with such merger, the
then-outstanding shares of Company Common Stock shall be changed into or
exchanged for stock or other securities of Company or any other person or cash
or any other property or the outstanding shares of Company Common Stock
immediately prior to such merger shall after such merger represent less than
50% of the outstanding shares and share equivalents of the merged company; or
(iii) to sell or otherwise transfer all or substantially all of its assets to
any person, other than Parent or one of its Subsidiaries, then, and in each
such case, the agreement governing such transaction shall make proper
provisions so that upon the consummation of any such transaction and upon the
terms and conditions set forth herein, Parent shall receive for each Company
Share with respect to which the Company Option has not been exercised an amount
of consideration in the form of and equal to the per share amount of
consideration that would be received by the holder of one share of Company
Common Stock less the Exercise Price (and, in the event of an election or
similar arrangement with respect to the type of consideration to be received by
the holders of Company Common Stock, subject to the foregoing, proper provision
shall be made so that the holder of the Company Option would have the same
election or similar rights as would the holder of the number of shares of
Company Common Stock for which the Company Option is then exercisable).
10. RESTRICTIVE LEGENDS. Each certificate representing shares of
Company Common Stock issued to Parent hereunder shall include a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS
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AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS
ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED AS OF
NOVEMBER 8, 1999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.
11. BINDING EFFECT; NO ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Except as expressly provided for
in this Agreement, neither this agreement nor the rights or the obligations of
either party hereto are assignable, except by operation of law, or with the
written consent of the other party. Nothing contained in this Agreement,
express or implied, is intended to confer upon any person other than the
parties hereto and their respective permitted assigns any rights or remedies of
any nature whatsoever by reason of this Agreement. Any Restricted Shares sold
by Parent in compliance with the provisions of Section 8 shall, upon
consummation of such sale, be free of the restrictions imposed with respect to
such shares by this Agreement, unless and until Parent shall repurchase or
otherwise become the beneficial owner of such shares, and any transferee of
such shares shall not be entitled to the rights of Parent. Certificates
representing shares sold in a registered public offering pursuant to Section 8
shall not be required to bear the legend set forth in Section 10.
12. SPECIFIC PERFORMANCE. The parties recognize and agree that
if for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party agrees that, in addition to other
remedies, the other party shall be entitled to an injunction restraining any
violation or threatened violation of the provisions of this Agreement. In the
event that any action should be brought in equity to enforce the provisions of
this Agreement, neither party will allege, and each party hereby waives the
defense, that there is adequate remedy at law.
13. ENTIRE AGREEMENT. This Agreement and the Reorganization
Agreement (including the Company Disclosure Schedule and the Parent Disclosure
Schedule relating thereto) constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all other prior
agreements and understandings, both written and oral, among the parties or any
of them with respect to the subject matter hereof.
14. FURTHER ASSURANCE. Each party will execute and deliver all
such further documents and instruments and take all such further action as may
be necessary in order to consummate the transactions contemplated hereby.
15. VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect. In the event any court or other competent authority holds any provision
of this Agreement to be null, void or unenforceable, the parties hereto shall
negotiate in good faith the execution and delivery of an amendment to this
Agreement in order, as nearly as possible, to effectuate, to the extent
permitted by law, the intent of the parties hereto with respect to such
provision. Each party agrees that, should any court or
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other competent authority hold any provision of this Agreement or part hereof
to be null, void or unenforceable, or order any party to take any action
inconsistent herewith, or not take any action required herein, the other party
shall not be entitled to specific performance of such provision or part hereof
or to any other remedy, including but not limited to money damages, for breach
hereof or of any other provision of this Agreement or part hereof as the result
of such holding or order.
16. NOTICES. Any notice or communication required or permitted
hereunder shall be in writing and either delivered personally, telegraphed or
telecopied or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given, dated and received when so delivered personally,
telegraphed or telecopied or, if mailed, five business days after the date of
mailing to the following address or telecopy number, or to such other address
or addresses as such person may subsequently designate by notice given
hereunder.
(a) if to Parent or Merger Sub, to:
Cisco Systems, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Senior Vice President, Legal and Government
Affairs
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
Two Embarcadero Place
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to Company, to:
Aironet Wireless Communications, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
City Place I
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq. and ▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without regard
to any applicable conflicts of law rules.
18. DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same instrument.
20. EXPENSES. Except as otherwise expressly provided herein or
in the Reorganization Agreement, all costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be paid by the party
incurring such expenses.
21. AMENDMENTS; WAIVER. This Agreement may be amended by the
parties hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto, or, in
the case of a waiver, by an instrument signed on behalf of the party waiving
compliance.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
CISCO SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Sr. Vice President, Finance and
Administration, Chief Financial Officer
and Secretary
AIRONET WIRELESS COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and CEO
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]