Exhibit 99.8
Non-Employee Directors
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 the Non-Employee Directors Stock Option Plan
(the “Plan”). 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 the
Plan (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
