|
EXHIBIT
99.2
CISCO SYSTEMS,
INC.
STOCK OPTION ASSUMPTION
AGREEMENT
Dear «First_Last»:
As you know, on October 5, 2007,
(the “Closing Date”) Cisco Systems, Inc.
(“Cisco”) acquired Cognio, Inc. (“Cognio”)
(the “Acquisition”) pursuant to the Agreement and Plan
of Merger by and among Cisco Systems, Inc., Canopy Merger Corp.,
and Cognio dated October 5, 2007 (the “Merger
Agreement”). On the Closing Date you held one or more
outstanding options to purchase shares of Cognio common stock
granted to you under the Cognio 2001 Equity Incentive Plan (the
“Plan”). Pursuant to the Merger Agreement, on the
Closing Date, Cisco assumed all obligations of Cognio 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
Cognio common stock granted to you under the Plan (the
“Cognio Option(s)”), and documented by a stock option
agreement (or stock option agreements) and any amendment(s) entered
into by and between you and Cognio (the “Option
Agreement(s)”), including the necessary adjustments for
assumption of the Cognio Option(s) that are required by the
Acquisition.
The table below summarizes your Cognio
Option(s) immediately before and after the Acquisition:
|
|
|
| COGNIO OPTION |
|
ASSUMED COGNIO OPTION |
|
|
|
|
|
|
|
|
|
|
|
|
Grant
Date
|
|
Option
Type
|
|
No. of Cognio Shares |
|
Exercise
Price
per Share
|
|
No. of Cisco Shares |
|
Exercise
Price
per Share
|
|
|
|
|
|
|
|
«Grant_
Date»
|
|
«Type_of_Grant_
eg_ISO_NQ_RSP_SAR»
|
|
«Remaining_Shares_
Subject_to_Equity_Incen»
|
|
«Grant_Price» |
|
«Revised_Shares_Subject_
to_Equity_Incenti»
|
|
«Purchase_or_Exercise_
Price_Per_Share»
|
The post-Acquisition adjustments are
based on the Option Exchange Ratio of 0.0333752970, as determined
in accordance with the terms of the Merger Agreement, and are
intended to: (i) assure that the total spread of your assumed
Cognio 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. If applicable, and to the
extent allowable by law, the adjustments are also intended to
retain “incentive stock option” status under U.S. tax
laws. The number of shares of Cisco common stock subject to your
assumed Cognio Option(s) was determined by multiplying the Option
Exchange Ratio by the number of shares remaining subject to your
Cognio 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 Cognio
Option(s) was
determined by dividing the exercise
price per share of your Cognio Option(s) by the Option Exchange
Ratio
|
