Exhibit 99.7
Global
CISCO SYSTEMS,
INC.
STOCK OPTION ASSUMPTION
AGREEMENT
Dear [FullName]:
As you know, on February 24,
2006, (the “Closing Date”) Cisco Systems, Inc.
(“Cisco”) acquired Scientific-Atlanta, Inc.
(“Scientific-Atlanta”) (the “Acquisition”)
pursuant to the Agreement and Plan of Merger by and among Cisco
Systems, Inc., Columbus Acquisition Corp., and Scientific-Atlanta
dated November 18, 2005 (the “Merger Agreement”).
On the Closing Date you held one or more outstanding non-qualified
stock options to purchase shares of Scientific-Atlanta common stock
granted to you under one or more of the following
Scientific-Atlanta, Inc. stock option plans: 1992 Stock Option
Plan, 1994 Long-Term Incentive Plan, 2003 Long-Term Incentive Plan,
and 1996 Employee Stock Option Plan (herein collectively referred
to as the “Plans”). Pursuant to the Merger Agreement,
on the Closing Date, Cisco assumed all obligations of
Scientific-Atlanta under your outstanding option (or options). This
Stock Option Assumption Agreement (the “Agreement”)
evidences the terms of Cisco’s assumption of an option (or
options) to purchase Scientific-Atlanta common stock granted to you
under one or more of the Plans (the “Scientific-Atlanta
Option(s)”), and documented by a stock option agreement (or
stock option agreements) and any amendment(s) entered into by and
between you and Scientific-Atlanta (the “Option
Agreement(s)”), including the necessary adjustments for
assumption of the Scientific-Atlanta Option(s) that are required by
the Acquisition.
The table below summarizes your
Scientific-Atlanta Option(s) immediately before and after the
Acquisition:
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SCIENTIFIC-ATLANTA OPTION
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ASSUMED SCIENTIFIC-ATLANTA OPTION
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Grant Date
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No. of Scientific-Atlanta
Shares
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Exercise Price
per Share
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No. of Cisco Shares
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Exercise Price
per Share
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The post-Acquisition adjustments are
based on the Option Exchange Ratio of 2.199 (as determined in
accordance with the terms of the Merger Agreement) and are intended
to: (i) assure that the total spread of your assumed
Scientific-Atlanta Option(s) ( i.e. , the difference between
the aggregate fair market value and the aggregate exercise price)
does not exceed the total spread that existed immediately prior to
the Acquisition; and (ii) to preserve, on a per share basis,
the ratio of exercise price to fair market value that existed
immediately prior to the Acquisition. The number of shares of Cisco
common stock subject to your assumed Scientific-Atlanta Option(s)
was determined by multiplying the Option Exchange Ratio by the
number of shares remaining subject to your Scientific-Atlanta
Option(s) on the Closing Date and rounding the resulting product
down to the next whole number of shares of Cisco common stock. The
exercise price per share of your assumed Scientific-Atlanta
Option(s) was determined by dividing the exercise price per share
of your Scientific-Atlanta Option(s) by the Option Exchange Ratio
and rounding the resulting quotient up to the next whole
cent.
Unless the context otherwise requires, any
references in the Plans and the Option Agreement(s) to:
(i) the “Company” or the “Corporation”
means Cisco, (ii) “Stock,” “Common
Stock” or “Shares” means shares of Cisco common
stock, (iii) the “Board of Directors” or the
“Board” means the Board of Directors of Cisco and
(iv) the “Committee” means the Compensation and
Management Development Committee of the Board of Directors of
Cisco. All references in the Option Agreement(s) and the Plans
relating to your status as an employee of Scientific-Atlanta will
now refer to your status as an employee of Cisco or any present or
future Cisco subsidiary.
Vesting has been fully accelerated
as part of the Acquisition. In accordance with Cisco’s
policies the only permissible methods to exercise your assumed
Scientific-Atlanta Option(s) are cash, check, wire transfer, or
through a cashless exercise program with a Cisco-designated broker.
All other provisions which govern either the exercise or the
termination of your assumed Scientific-Atlanta Option(s) remain the
same as set forth in the Option Agreement(s), and the provisions of
the Option Agreement(s) will govern and control your rights under
this Agreement to purchase shares of Cisco common stock, except as
expressly modified by this Agreement or the Merger Agreement. Upon
termination of your employment you will have the applicable limited
post-termination exercise period specified in your Option
Agreement(s) for your assumed Scientific-Atlanta Option(s) to the
extent outstanding at the time of termination after which time your
assumed Scientific-Atlanta Option(s) will expire and NOT be
exercisable for Cisco common stock.
To exercise your assumed
Scientific-Atlanta Option(s), you must utilize Cisco’s
designated broker, the Charles Schwab Corporation. While you are
outside the U.S., you must first obtain the appropriate local
telephone number by visiting http://scs.schwab.com/cisco and
clicking on “AT&T Direct Dialing Code”. When in the
U.S., please dial 1-866-602-4726.
Nothing in this Agreement or the
Option Agreement(s) interferes in any way with your right and your
employer’s right, which rights are expressly reserved, to
terminate your employment at any time for any reason. Future
options, if any, you may receive from Cisco will be governed by the
terms of the Cisco stock option plan under which such options are
granted, and such terms may be different from the terms of your
assumed Scientific-Atlanta Option(s), including, but not limited
to, the time period in which you have to exercise vested options
after your termination of employment.
Regardless of any action
Scientific-Atlanta, Cisco or your employer (the
“Employer”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other
tax-related withholding related to your assumed Scientific-Atlanta
Option(s) (“Tax-Related Items”), you acknowledge that
the ultimate liability for all Tax-Related Items legally due by you
is and remains your responsibility and that Scientific-Atlanta,
Cisco and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Scientific-Atlanta Option(s),
including the grant, vesting, conversion into options over Cisco
stock or exercise of the Scientific-Atlanta Option(s), any
acceleration of vesting, the subsequent sale of shares of Common
Stock acquired pursuant to such exercise and the receipt of any
dividends; and (2) do not commit to structure (A) the
terms of the conversion
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of the Scientific-Atlanta Option(s) into Cisco
stock options, (B) any acceleration of vesting or (C) any
aspect of the Scientific-Atlanta Option(s) to reduce or eliminate
your liability for Tax-Related Items.
Prior to exercise of the
Scientific-Atlanta Option(s) (or conversion/acceleration of vesting
of your Scientific-Atlanta Option(s) if the conversion/acceleration
is a taxable event in your country), you agree to pay or make
adequate arrangements satisfactory to Cisco and/or the Employer to
satisfy all withholding and payment on account obligations of Cisco
and/or the Employer. In this regard, you authorize Cisco and/or the
Employer to withhold all applicable Tax-Related Items legally
payable by you from your wages or other cash compensation paid to
you by Cisco and/or the Employer or from proceeds of the sale of
shares of Common Stock. Alternatively, or in addition, if
permissible under local law, Cisco may (1) sell or arrange for
the sale of shares of Common Stock that you acquire to meet the
withholding obligation for Tax-Related Items, and/or
(2) withhold in shares of Common Stock, provided that Cisco
only withholds the amount of shares of Common Stock necessary to
satisfy the minimum withholding amount. Finally, you shall pay to
Cisco or the Employer any amount of Tax-Related Items that Cisco or
the Employer may be required to withhold as a result of your
participation in the applicable one of the Plans or your purchase
of shares of Common Stock that cannot be satisfied by the means
previously described. Cisco may refuse to honor the exercise,
and/or refuse to deliver the shares of Common Stock, if you fail to
comply with your obligations in connection with the Tax-Related
Items as described in this section.
You hereby explicitly and
unambiguously consent to the collection, use and transfer, in
electronic or other form, of your personal data as described in
this document by and among, as applicable, the Employer, and Cisco
and its present and future subsidiaries to the extent necessary to
administer your participation in the applicable one of the
Plans.
You understand that Cisco and the
Employer may hold certain personal information about you,
including, but not limited to, your name, home address and
telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares
of stock or directorships held in Cisco, details of all assumed
Scientific-Atlanta Option(s) or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and
managing one or more of the Plans (“Data”). You
understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of
one or more of the Plans, that these recipients may be located in
your country or elsewhere, and that the recipients’ country
(e.g., the United States) may have different data privacy laws and
protections than your country. You understand that you may request
a list with the names and addresses of any potential recipients of
the Data by contacting your local human resources representative.
You authorize the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole
purpose of implementing, administering and managing your
participation in the one or more of the plans, including any
requisite transfer of such Data as may be required to a broker or
other third party with whom you may elect to deposit any shares of
stock acquired upon exercise of the assumed Scientific-Atlanta
Option(s). You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in
one or more of the Plans. You understand that you may, at any time,
view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or
refuse or
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withdraw the consents herein, in any case
without cost, by contacting in writing your local human resources
representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in
one or more of the Plans. For more information on the consequences
of your refusal to consent or withdrawal of consent, you understand
that you may contact your local human resources
representative.
By signing below, you hereby agree
to the following:
(a) the laws of the State of Georgia
continue to govern the terms of your assumed Scientific-Atlanta
Option(s) and the laws of the State of California govern the terms
of the release set forth herein notwithstanding any choice of law
provided in the Option Agreement(s);
(b) all benefits arising out of the
assumed Scientific-Atlanta Option(s) arise outside the scope of
your employment;
(c) the assumed Scientific-Atlanta
Option(s) and this Agreement do not establish a working
relationship between you and Scientific-Atlanta, your Employer, or
Cisco;
(d) you understand that the
conversion and adjustment of the Scientific-Atlanta Option(s) to
Cisco stock options, and/or acceleration of vesting of your
Scientific-Atlanta Option(s), may have adverse tax and social
insurance contribution consequences, including but not limited to
any loss of tax and social insurance qualified status and the
inability to obtain a tax or social insurance refund for taxes or
contributions already paid on such Scient