-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BgXPXNfVNR6fJRbVyHIVkT8+V8SmhRdWEEhJW7HzqwIe3lE87ekixmPpZbX2fwvy SZtaQ28lzsdOfJL+GzEfTA== 0000891618-99-003184.txt : 19990719 0000891618-99-003184.hdr.sgml : 19990719 ACCESSION NUMBER: 0000891618-99-003184 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19990716 EFFECTIVENESS DATE: 19990716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CISCO SYSTEMS INC CENTRAL INDEX KEY: 0000858877 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770059951 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83045 FILM NUMBER: 99665868 BUSINESS ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 BUSINESS PHONE: 4085264000 MAIL ADDRESS: STREET 1: 225 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on July 16, 1999 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 CISCO SYSTEMS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 77-0059951 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706 (Address of principal executive offices) (Zip Code) GEOTEL 1995 STOCK OPTION PLAN GEOTEL 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN --------------------- (Full title of the Plans) JOHN T. CHAMBERS PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR CISCO SYSTEMS, INC. 170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706 (Name and address of agent for service) (408) 526-4000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
============================================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price(2) Fee ---------- ------------- ------------ -------- ------------ GeoTel 1995 Stock Option Plan 4,090,852 11.45 46,840,256 $13,022 - ----------------------------- Common Stock GeoTel 1998 Non-Executive Employee - ---------------------------------- Stock Option Plan 2,033,105 30.32 61,643,744 $17,137 - ----------------- Common Stock Aggregate Registration Fee $30,159 ==============================================================================================================
(1) This Registration Statement shall also cover any additional shares of Registrant's Common Stock which become issuable under the GeoTel 1995 Stock Option Plan or the GeoTel 1998 Non-Executive Employee Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the outstanding options. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Cisco Systems, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended July 25, 1998 filed with the Commission on September 25, 1998, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Registrant's Current Reports on Form 8-K filed with the Commission on October 13, 1998, November 20, 1998 (for period date November 2, 1998), November 20, 1998 (for period date November 4, 1998), May 14, 1999, and July 2, 1999; (c) The Registrant's Quarterly Reports on Form 10-Q for the periods ending October 24, 1998, and May 1, 1999, filed with the Commission on December 8, 1998, and June 15, 1999, respectively; and the Registrants Quarterly Report on Form 10-Q for the period ending January 23, 1999, filed with the Commission on March 9, 1999, as amended on Form 10-Q/A on May 14, 1999; (d) The Registrant's Registration Statement No. 000-18225 on Form 8-A filed with Commission on January 11, 1990, together with Amendment No. 1 on Form 8-A/A filed with the Commission on February 15, 1990, and including any other amendments or reports filed for the purpose of updating such description, in which there is described the terms, rights and provisions applicable to the Registrant's Common Stock, and; (e) The Registrant's Registration Statement No. 000-18225 on Form 8-A filed with the Commission on June 11, 1998, including any amendments or reports filed for the purpose of updating such description, in which there is described the terms, rights and provisions applicable to the Registrant's Preferred Stock Purchase Rights. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit indemnification II-1 3 (including reimbursement of expenses incurred) under certain circumstances for liabilities arising under the Securities Act of 1933, as amended, (the "1933 Act"). The Registrant's Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Registrant has entered into Indemnification Agreements with each of its directors and officers. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration Statements No. 000-18225 on Form 8-A, together with the amendments and exhibits thereto, which are incorporated herein by reference pursuant to Items 3(d) and 3(e). 5 Opinion and consent of Brobeck, Phleger & Harrison LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1 GeoTel 1995 Stock Option Plan. 99.2 Form of Incentive Stock Option Agreement. 99.3 Form of Nonstatutory Stock Option Agreement. 99.4 GeoTel 1998 Non-Executive Employee Stock Option Plan. 99.5 Form of Stock Option Agreement. 99.6 Form of Option Assumption Agreement. 99.7 Form of Option Assumption Agreement-Acceleration. 99.8 Form of Option Assumption Agreement-Performance Acceleration. 99.9 Form of Option Assumption Agreement-Performance. Item 9. Undertakings A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the GeoTel 1995 Stock Option Plan or the GeoTel 1998 Non-Executive Employee Stock Option Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in II-2 4 Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on this 16th day of July, 1999. CISCO SYSTEMS, INC. By: /s/John T. Chambers --------------------------------------------- John T. Chambers President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John T. Chambers and Larry R. Carter, and each of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/John T. Chambers President, Chief Executive July 16, 1999 - ----------------------------- Office and Director John T. Chambers (Principal Executive Officer) /s/Larry R. Carter Senior Vice President, Finance July 16, 1999 - ----------------------------- and Administration, Chief Financial Larry R. Carter Officer and Secretary (Principal Financial and Accounting Officer) /s/John P. Morgridge Chairman of the Board and July 16, 1999 - ----------------------------- Director John P. Morgridge /s/Donald T. Valentine Vice Chairman of the Board and July 16, 1999 - ----------------------------- Director Donald T. Valentine
II-4 6
/s/James F. Gibbons Director July 16, 1999 - ----------------------------- James F. Gibbons /s/Robert L. Puette Director July 16, 1999 - ----------------------------- Robert L. Puette Director July __, 1999 - ----------------------------- Masayoshi Son /s/Steven M. West Director July 16, 1999 - ----------------------------- Steven M. West /s/Edward R. Kozel Director July 16, 1999 - ----------------------------- Edward R. Kozel Director July __, 1999 - ----------------------------- Carol A. Bartz /s/James C. Morgan Director July 16, 1999 - ----------------------------- James C. Morgan /s/Mary Cirillo Director July 16, 1999 - ----------------------------- Mary Cirillo /s/Arun Sarin Director July 16, 1999 - ----------------------------- Arun Sarin
II-5 7 EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration Statements No. 000-18225 on Form 8-A, together with the amendments and exhibits thereto, which are incorporated herein by reference pursuant to Items 3(d) and 3(e). 5 Opinion and consent of Brobeck, Phleger & Harrison LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1 GeoTel 1995 Stock Option Plan. 99.2 Form of Incentive Stock Option Agreement. 99.3 Form of Nonstatutory Stock Option Agreement. 99.4 GeoTel 1998 Non-Executive Employee Stock Option Plan. 99.5 Form of Stock Option Agreement. 99.6 Form of Option Assumption Agreement. 99.7 Form of Option Assumption Agreement-Acceleration. 99.8 Form of Option Assumption Agreement-Performance Acceleration. 99.9 Form of Option Assumption Agreement-Performance. EX-5 2 OPINION & CONSENT OF BROBECK, PHLEGER, & HARRISON 1 EXHIBIT 5 OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP July 16, 1999 Cisco Systems, Inc. 170 West Tasman Drive San Jose, California 95134-1706 Re: Cisco Systems, Inc. - Registration Statement for Offering of an Aggregate of 6,123,957 Shares of Common Stock Dear Ladies and Gentlemen: We have acted as counsel to Cisco Systems, Inc., a California corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of an aggregate of 6,123,957 shares of common stock (the "Shares") and related stock options under (i) the GeoTel Stock Option Plan and (ii) the GeoTel 1998 Non-Executive Employee Stock Option Plan (together, the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the assumption of the Plans and the options outstanding thereunder. Based on such review, we are of the opinion that if, as and when the Shares are issued and sold (and the consideration therefor received) pursuant to the provisions of option agreements duly authorized under the Plans and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares. Very truly yours, /S/BROBECK, PHLEGER & HARRISON LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (GeoTel options) of our report dated August 4, 1998 relating to the financial statements, which appears in the 1998 Annual Report to Shareholders of Cisco Systems, Inc. which is incorporated by reference in Cisco Systems, Inc.'s Annual Report on Form 10-K for the year ended July 25, 1998. We also consent to the incorporation by reference of our report dated August 4, 1998 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP San Jose, California July 16, 1999 EX-99.1 4 GEOTEL 1995 STOCK OPTION PLAN 1 EXHIBIT 99.1 SECOND AMENDED AND RESTATED GEOTEL COMMUNICATIONS CORPORATION 1995 STOCK OPTION PLAN (AS AMENDED AUGUST 5, 1996 AND AUGUST 31, 1998) 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives: (a) to the officers and other employees of Geotel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); and (b) to officers, employees, consultants and directors of the Company and any present or future subsidiaries by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options"). As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code and the Treasury Regulations promulgated thereunder (the "Regulations"). 2. Stock Subject to the Plan. (a) The initial maximum number of shares of common stock, par value $.01 per share, of the Company ("Common Stock") available for stock options granted under the Plan through the end of the Company's fiscal year ending December 31, 1996 shall be 1,335,652 shares of Common Stock. The number of shares of Common Stock available for grants of stock options under this Plan shall be increased by the number of shares of Common Stock repurchased from time to time by the Company under the Company's 1993 Restricted Stock Purchase Plan. In addition, effective January 1, 1997 and each January 1 thereafter during the term of this Plan, the number of shares of Common Stock available for grants of stock options under this Plan shall be increased cumulatively by 4% of the total number of issued and outstanding shares of Common Stock (including shares held in treasury) as of the close of business on December 31 of the preceding year. Notwithstanding the foregoing, the maximum cumulative number of shares of Common Stock available for grants of stock options under the Plan shall be 6,000,000. The maximum number of shares of Common Stock available for grants shall be subject to adjustment in accordance with Section 11 thereof. Shares issued under the Plan may be authorized but unissued shares of Common Stock or shares of Common Stock held in treasury. (b) To the extent that any stock option shall lapse, terminate, expire or otherwise be cancelled without the issuance of shares of Common Stock, the shares of Common Stock covered by such option(s) shall again be available for the granting of stock options. (c) Common Stock issuable under the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Committee (as defined in Section 3 below). 3. Administration of the Plan. (a) The Plan shall be administered by a committee (the "Committee") consisting of two or more members of the Company's Board of Directors, each of whom is a disinterested person as defined from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). The Board of Directors may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as Chairman and shall hold 2 meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. Any action may also be taken without the necessity of a meeting by a written instrument signed by a majority of the Committee. The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member shall be liable for any action or determination made in good faith. Prior to the date of the registration of an equity security of the Company under Section 12 of the Exchange Act, the Plan may be administered by the Board of Directors and in such event all references in this Plan to the Committee shall be deemed to mean the Board of Directors. (b) Subject to the terms of the Plan, the Committee shall have the authority to (i) determine the employees of the Company and its subsidiaries (from among the class of employees eligible under Section 4 to receive ISOs) to whom ISOs may be granted, and to determine (from the class of individuals eligible under Section 4 to receive Non-Qualified Options) to whom Non-Qualified Options may be granted; (ii) determine the time or times at which options may be granted; (iii) determine the option price of shares subject to each option which price shall not be less than the minimum price specified in Section 6; (iv) determine whether each option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to Section 9) the time or times when each option shall become exercisable and the duration of the exercise period; (vi) determine whether restrictions such as repurchase options are to be imposed on shares subject to options and the nature of such restrictions; and (vii) determine the size of any Options under the Plan, taking into account the position or office of the optionee with the Company, the job performance of the optionee and such other factors as the Committee may deem relevant in the good faith exercise of its independent business judgment. 4. Eligibility. Options designated as ISOs may be granted only to officers and other employees of the Company or any subsidiary. Non-Qualified Options may be granted to any officer, employee, consultant or director of the Company or of any of its subsidiaries. In determining the eligibility of an individual to be granted an option, as well as in determining the number of shares to be optioned to any individual, the Committee shall take into account the position and responsibilities of the individual being considered, the nature and value to the Company or its subsidiaries of his or her service and accomplishments, his or her present and potential contribution to the success of the Company or its subsidiaries, and such other factors as the Committee may deem relevant. No option designated as an ISO shall be granted to any employee of the Company or any subsidiary if such employee owns, immediately prior to the grant of an option, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or a parent or a subsidiary, unless the purchase price for the stock under such option shall be at least 110% of its fair market value at the time such option is granted and the option, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling. In determining the fair market value under this paragraph, the provisions of Section 6 hereof shall apply. 5. Option Agreement. Each option shall be evidenced by an option agreement (the "Agreement") duly executed on behalf of the Company and by the optionee to whom such option is granted, which Agreement shall comply with and be subject to the terms and conditions of the Plan. The Agreement may contain such other 3 terms, provisions and conditions which are not inconsistent with the Plan as may be determined by the Committee, provided that options designated as ISOs shall meet all of the conditions for ISOs as defined in Section 422 of the Code. The date of grant of an option shall be as determined by the Committee. More than one option may be granted to an individual. 6. Option Price. The option price or prices of shares of the Company's Common Stock for options designated as Non-Qualified Options shall be as determined by the Committee, but in no event shall the option price be less than the minimum legal consideration required therefor under the laws of the State of Delaware or the laws of any jurisdiction in which the Company or its successors in interest may be organized. The option price or prices of shares of the Company's Common Stock for ISOs shall be the fair market value of such Common Stock at the time the option is granted as determined by the Committee in accordance with the Regulations promulgated under Section 422 of the Code. If such shares are then listed on any national securities exchange, the fair market value shall be the mean between the high and low sales prices, if any, on such exchange on the business day immediately preceding the date of the grant of the option or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales prices on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the shares are not then listed on any such exchange, the fair market value of such shares shall be the mean between the high and low sales prices, if any, as reported in the National Association of Securities Dealers Automated Quotation System National Market System ("NASDAQ/NMS") for the business day immediately preceding the date of the grant of the option, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the shares are not then either listed on any such exchange or quoted in NASDAQ/NMS, the fair market value shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported in the National Daily Quotation Service for the business day immediately preceding the date of the grant of the option, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales prices on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the fair market value cannot be determined under the preceding three sentences, it shall be determined in good faith by the Committee. 7. Manner of Payment; Manner of Exercise. (a) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such options, (ii) shares of Common Stock of the Company owned by the optionee having a fair market value equal in amount to the exercise price of the options being exercised, or (iii) any combination of (i) and (ii), provided, however, that payment of the exercise price by delivery of shares of Common Stock of the Company owned by such optionee may be made only under such circumstances and on such terms as may from time to time be established by the Committee. The fair market value of any shares of the Company's Common Stock which may be delivered upon exercise of an option shall be determined by the Committee in accordance with Section 6 hereof. With the consent of the Committee, payment may also be made by delivery of a properly executed exercise notice to the Company, together with a copy of irrevocable instruments to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. (b) To the extent that the right to purchase shares under an option has accrued and is in effect, options may be exercised in full at one time or in part from time to time, by giving written notice, signed by the person or persons exercising the option, to the Company, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full for such shares as provided in subparagraph (a) above. Upon such exercise, delivery of a certificate for paid-up non-assessable shares 4 shall be made at the principal office of the Company to the person or persons exercising the option at such time, during ordinary business hours, after ten business days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the person or persons exercising the option. 8. Exercise of Options. Subject to the provisions of paragraphs 9 through 11, each option granted under the Plan shall be exercisable as follows: (a) Vesting. The option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the Committee may specify. (b) Full Vesting of Installments. Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the option, unless otherwise specified by the Committee. (c) Partial Exercise. Each option or installment may be exercised at any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable. (d) Acceleration of Vesting. The Committee shall have the right to accelerate the date of exercise of any installment or any option; provided that the Committee shall not, without the consent of an optionee, accelerate the exercise date of any installment of any option granted to any employee as an ISO if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code. 9. Term of Options; Exercisability. (a) Term. Each option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as may be provided in the Agreement. (b) Exercisability. Except as otherwise provided in the Agreement, an option granted to an employee optionee who ceases to be an employee of the Company or one of its subsidiaries shall be exercisable only to the extent that the right to purchase shares under such option has accrued and is in effect on the date such optionee ceases to be an employee of the Company or one of its subsidiaries. 10. Options Not Transferable. The right of any optionee to exercise any option granted to him or her shall not be assignable or transferable by such optionee otherwise than by will or the laws of descent and distribution, or (solely with respect to Non-Qualified Options) pursuant to a qualified domestic relations order, as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, and any such option shall be exercisable during the lifetime of such optionee only by him. Any option granted under the Plan shall be null and void and without effect upon the bankruptcy of the optionee to whom the option is granted, or upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, except as provided above with respect to Non-Qualified Options, trustee process or similar process, whether legal or equitable, upon such option. 11. Adjustments. Upon the occurrence of any of the following events, an optionee's rights with respect to options granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such option: (a) Stock Dividends and Stock Splits. If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common 5 Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. (b) Consolidations or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding options, make appropriate provisions for the continuation of such options by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition. (c) Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an option shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his option prior to such recapitalization or reorganization. (d) Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs (a), (b) or (c) with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. (e) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. (f) Issuances of Securities. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. (g) Fractional Shares. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. (h) Adjustments. Upon the happening of any of the events described in subparagraphs (a), (b) or (c) above, the class and aggregate number of shares set forth in Section 2 hereof that are subject to options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 11 and, subject to Section 3, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of an option made hereunder receives shares or securities or cash in connection with a corporate transaction described in subparagraphs (a), (b) or (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board. 6 12. No Special Employment Rights. Nothing contained in the Plan or in any option granted under the Plan shall confer upon any option holder any right with respect to the continuation of his employment by the Company (or any subsidiary) or interfere in any way with the right of the Company (or any subsidiary), subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the option holder from the rate in existence at the time of the grant of an option. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Committee at the time. 13. Withholding. The Company's obligation to deliver shares upon the exercise of any option granted under the Plan shall be subject to the option holder's satisfaction of all applicable Federal, state and local income, excise and employment tax withholding requirements. The Company and employee may agree to withhold shares of Common Stock purchased upon exercise of an option to satisfy the above-mentioned withholding requirements. With the approval of the Committee, which it shall have sole discretion to grant, and on such terms and conditions as the Committee may impose, the option holder may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of tax to be withheld. The Committee shall also have the right to require that shares be withheld from delivery to satisfy such condition. 14. Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section 7, the Company may delay the issuance of shares covered by the exercise of an option and the delivery of a certificate for such shares until one of the following conditions shall be satisfied: (i) The shares with respect to which such option has been exercised are at the time of the issue of such shares effectively registered or qualified under applicable Federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration and qualification under applicable Federal and state securities acts now in force or as hereafter amended. (b) It is intended that all exercises of options shall be effective, and the Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to qualify shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issue of shares in respect of which any option may be exercised, except as otherwise agreed to by the Company in writing. 15. Purchase for Investment; Rights of Holder on Subsequent Registration. Unless the shares to be issued upon exercise of an option granted under the Plan have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue any shares covered by any option unless the person who exercises such option, in whole or in part, shall give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring the shares issued pursuant to such exercise of the option for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the 7 Securities Act of 1933, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. In the event that the Company shall, nevertheless, deem it necessary or desirable to register under the Securities Act of 1933 or other applicable statutes any shares with respect to which an option shall have been exercised, or to qualify any such shares for exemption from the Securities Act of 1933 or other applicable statutes, then the Company may take such action and may require from each optionee such information in writing for use in any registration statement, supplementary registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for such purpose and may require reasonable indemnity to the Company and its officers and directors and controlling persons from such holder against all losses, claims, damages and liabilities arising from such use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. 16. Loans. The Company may make loans to optionees to permit them to exercise options. If loans are made, the requirements of all applicable Federal and state laws and regulations regarding such loans must be met. 17. Modification of Outstanding Options. The Committee may authorize the amendment of any outstanding option with the consent of the optionee when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of this Plan. 18. Approval of Shareholders. The Plan shall be subject to approval by the vote of shareholders holding at least a majority of the voting stock of the Company voting in person or by proxy at a duly held shareholders' meeting, or by written consent of shareholders holding at least a majority of the voting stock of the Company, within twelve (12) months after the adoption of the Plan by the Board of Directors and shall take effect as of the date of adoption by the Board of Directors upon such approval. The Committee may grant options under the Plan prior to such approval, but any such option shall become effective as of the date of grant only upon such approval and, accordingly, no such option may be exercisable prior to such approval. 19. Termination and Amendment. Unless sooner terminated as herein provided, the Plan shall terminate ten (10) years from the date upon which the Plan was duly adopted by the Board of Directors of the Company. The Board of Directors may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, that except as provided in this Section 19, the Board of Directors may not, without the approval of the shareholders of the Company obtained in the manner stated in Section 18, increase the maximum number of shares for which options may be granted or change the designation of the class of persons eligible to receive options under the Plan, or make any other change in the Plan which requires shareholder approval under applicable law or regulations, including any approval requirement which is a prerequisite for exemptive relief under Section 16 of the Exchange Act. The Committee may grant options to persons subject to Section 16(b) of the Exchange Act after an amendment to the Plan by the Board of Directors requiring shareholder approval under Section 19, but any such option shall become effective as of the date of grant only upon such approval and, accordingly, no such option may be exercisable prior to such approval. The Committee may terminate, amend or modify any outstanding option without the consent of the option holder, provided, however, that, except as provided in Section 11, without the consent of the optionee, the Committee shall not change the number of shares subject to an option, nor the exercise price thereof, nor extend the term of such option. 8 20. Compliance with Rule 16b-3. It is intended that the provisions of the Plan and any option granted hereunder to a person subject to the reporting requirements of Section 16(a) of the Exchange Act shall comply in all respects with the terms and conditions of Rule 16b-3 under the Exchange Act, or any successor provisions, to the extent the Company has any equity security registered pursuant to Section 12 of the Exchange Act. Any agreement granting options shall contain such provisions as are necessary or appropriate to assure such compliance. To the extent that any provision hereof is found not to be in compliance with such Rule, such provision shall be deemed to be modified so as to be in compliance with such Rule, or if such modification is not possible, shall be deemed to be null and void, as it relates to a recipient subject to Section 16(a) of the Exchange Act. 21. Reservation of Stock. The Company shall at all times during the term of the Plan reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of the Plan and shall pay all fees and expenses necessarily incurred by the Company in connection therewith. 22. Limitation of Rights in the Option Shares. An optionee shall not be deemed for any purpose to be a shareholder of the Company with respect to any of the options except to the extent that the option shall have been exercised with respect thereto and, in addition, a certificate shall have been issued theretofore and delivered to the optionee. 23. Notices. Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to its principal place of business, attention: President, and, if to an optionee, to the address as appearing on the records of the Company. Approved by the Directors: August 5, 1996 Approved by the Stockholders: August 5, 1996 EX-99.2 5 FORM OF INCENTIVE STOCK OPTION AGREEMENT 1 EXHIBIT 99.2 GEOTEL COMMUNICATIONS CORPORATION STOCK OPTION AGREEMENT INCENTIVE STOCK OPTION AGREEMENT entered into this ______ day of ______ 19__ by and between GeoTel Communications Corporation, a Delaware corporation with a principal place of business in Lowell, Massachusetts (the Company ), and the undersigned employee of the Company (the "Optionee"). WHEREAS, the Company desires to grant the Optionee an incentive stock option under the Company's 1995 Stock Option Plan (the "Plan") to acquire shares of the Company's common stock, $.01 par value per share (the "Common Stock"). WHEREAS, Section 5 of the Plan provides that each option is to be evidenced by an option agreement, setting forth the terms and conditions of the option. ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Optionee hereby agree as follows: 1. Grant of Option. The Company hereby irrevocably grants under the Plan and subject to the terms and conditions of the Plan to the Optionee an incentive stock option (the "Option") to purchase all or any part of an aggregate of ______ shares of Common Stock (the "Shares") on the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price (the "Purchase Price") for the Shares covered by the Option shall be $____ per Share. 3. Time of Exercise of Option. (a) The Option shall not be exercisable prior to the first anniversary of the date of this Agreement. Upon the anniversary date, 25% of the Option shall be exercisable and thereafter, subject to the provisions of this Agreement (including Section 3(b) below), the Option shall only be exercisable in increments of 1/48th (one forty-eighth) of the total shares represented by the Option per month until the Option is exercisable in full. (b) Notwithstanding any other provisions of this section (but subject to the provision at the end of this subsection), in the event of a Change in Control, each Optionee with a minimum of six months service will automatically receive twelve months accelerated Vesting; in the event of a Change in Control of the Company not approved by the Board of Directors prior to such Change of Control all of the Shares shall be fully Vested immediately upon such Change of Control; provided, however, should any transaction occur which is intended to be accounted for as a "pooling of interests" under generally accepted accounting principles and the provisions of this Section 3(b) would preclude accounting for the transaction as a "pooling of interests" as determined by the Board Of Directors upon advice 2 from the Company's Independent Public Accountants then this Section 3(b) will be null. For purposes of this Agreement a "Change of Control" shall be deemed to have occurred if any of the following conditions have occurred: (1) the merger or consolidation of the Company with another entity other than with a subsidiary or an affiliate, where the Company is not the surviving entity; (2) the sale of all or substantially all of the Company assets to a third party who is not prior thereto a stockholder or affiliate of the Company, or (3) a transaction or series of related transactions whereby in excess of 51% of the voting stock of the Company is transferred to parties who are not prior thereto stockholders or affiliates of the Company. 4. Term of Options; Exerciseability. (a) Term. (1) The Option shall expire ten (10) years from the date of this Agreement, but shall be subject to earlier termination as herein provided. (2) Except as otherwise provided in this Section 4, the Option shall terminate thirty days following the date the Optionee ceases to be an employee of the Company or one of its subsidiaries, or on the date on which the Option expires by its terms, whichever occurs first; provided that the Committee may, in its discretion, extend such thirty day period of exercisability for such time period as it deems appropriate provided further that such period of exercisability shall not exceed ninety (90) days. (3) If such termination of employment is because the Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), the Option shall terminate on the last day of the sixth month from the date the Optionee ceases to be an employee, or on the date on which the Option expires by its terms, whichever occurs first. (4) In the event of the death of the Optionee, the Option shall terminate twelve months from the date of death, or on the date on which the Option expires on its terms, whichever occurs first. (b) Exercisability. The Option shall be exercisable only to the extent that the right to purchase shares under the Option has accrued and is in effect on the date the Optionee ceases to be an employee of the Company. 5. Manner of Exercise of Option; Payment of Price. (a) Manner of Exercise. (1) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares exercised and accompanied by payment in full for such Shares. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares 3 shall be made at the principal office of the Company to the person exercising the Option, not more than thirty (30) days from the date of receipt of the notice by the Company. (2) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. The Optionee shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option. (b) Payment of Price. (1) Form of Payment. The option price shall be paid in the following manner: (i) in cash or by check; (ii) subject to Section 5(b)(2) below, by delivery of shares of the Company's Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price; (iii) by delivery of an assignment satisfactory in form and substance to the Company of a sufficient amount of the proceeds from the sale of the Option Shares and an instruction to the broker or selling agent to pay that amount to the Company; or (iv) by any combination of the foregoing. (2) Limitations on Payment by Delivery of Common Stock. If the Optionee delivers Common Stock held by the Employee ("Old Stock") to the Company in full or partial payment of the option price, and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent number of Option Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Optionee paid for the Option Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months. 6. Non-Transferability. The right of the Optionee to exercise the Option shall not be assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined by the Code or Title I of the Employment Retirement Income Security Act, or the rules thereunder. 4 The Option may be exercised during the lifetime of the Optionee only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Optionee or upon any attempted assignment or transfer, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option. 7. Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the 1933 Act ), upon any date on which the Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form of attached hereto as Exhibit 1 and the Company shall place an investment legend, so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares. 8. Recapitalizations, Reorganizations, Changes in Control and the Like. Adjustments and other matters relating to recapitalizations, reorganizations, sale of assets of the Company, changes in control and the like shall be made and determined in accordance with section 11 of the Plan, as is in effect on the date of this Agreement. 9. No Special Employment Rights. Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment of the Optionee for the period within which this Option may be exercised. However, during the period of the Optionee's employment, the Optionee shall render diligently and faithfully the services which are assigned to the Optionee from time to time by the Board of Directors or by the executive officers of the Company, provided that such services are consistent with the services usually required to be performed by the Optionee. The Optionee shall at no time take any action which directly or indirectly would be inconsistent with the best interests of the Company. 10. Withholding Taxes. Whenever Shares are to be issued upon exercise of this Option, the Company shall have the right to require the Optionee to remit to the Company an amount sufficient to satisfy all Federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. 11. Amendment and Waiver. This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by the parties. 5 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. 13. Notices. Any notices or other communications required to be given hereunder shall be given by hand delivery or by first class mail with all fees prepaid and addressed, if to the Company, to it at 900 Chelmsford St., Tower II, Fl. 12, Lowell, MA 01851, Attn: President, and if to Optionee, to him at the address set forth in the signature page hereto. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to be hereto affixed by its officer thereunto duly authorized, and the Optionee has hereunto set his or her hand and seal, all as of the day and year first above written. GEOTEL COMMUNICATIONS CORPORATION By:_______________________________________ John C. Thibault, President & CEO OPTIONEE ___________________________________________ [ name ] Address: Social Security No.: ________ 6 GeoTel Communications Corporation 900 Chelmsford Street, Tower II Lowell, MA 01851 GeoTel Communications Corporation Incentive Stock Option Representation Letter The undersigned, ___________________ (the "Optionee"), in connection with the grant of an option to purchase _______ shares (the "Shares") of the Common Stock, $.01 par value per share, of GeoTel Communications Corporation (the "Company"), hereby represents and warrants to the Company that: (1) The Optionee has exercised his or her options pursuant to the provisions set forth in the Company's 1995 Stock Option Plan, as amended (the "Plan"). (2) The Optionee is acquiring the Shares for his or her own account as an investment and not with a view to, or for sale in connection with, any distribution of the Shares. (3) The Optionee is aware that the Shares have not been registered with the Securities and Exchange Commission and are of an illiquid nature and are subject to restrictions on transferability set forth under the Securities Act of 1933, as amended ( the "Securities Act"). (4) The Optionee is aware the Shares must be sold in compliance with the registration requirements of the Securities Act or an exemption therefrom. Accordingly, the Company may, pursuant to Section 7(a) of the Plan, affix an investment legend on the Shares in substantially the form as follows: The Shares represented by this certificate have not been registered under the Securities Act of 1933. These Shares have been acquired for investment and not with a view to distribute or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of Counsel for the Company that such registration is not required under such act. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of the date first written below. Dated: ____________ _________________ Optionee EX-99.3 6 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 99.3 GEOTEL COMMUNICATIONS CORPORATION STOCK OPTION AGREEMENT NON-QUALIFIED STOCK OPTION AGREEMENT entered into this ______ day of ______ 19__ by and between GeoTel Communications Corporation, a Delaware corporation with a principal place of business in Lowell, Massachusetts (the Company ), and the undersigned employee of the Company (the "Optionee"). WHEREAS, the Company desires to grant the Optionee a non-qualified stock option under the Company's 1995 Stock Option Plan (the "Plan") to acquire shares of the Company's common stock, $.01 par value per share (the "Common Stock"). WHEREAS, Section 5 of the Plan provides that each option is to be evidenced by an option agreement, setting forth the terms and conditions of the option. ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Optionee hereby agree as follows: 1. Grant of Option. The Company hereby irrevocably grants under the Plan and subject to the terms and conditions of the Plan to the Optionee a non-qualified stock option (the "Option") to purchase all or any part of an aggregate of ______ shares of Common Stock (the "Shares") on the terms and conditions hereinafter set forth. This option shall be treated for federal income tax purposes as a Non-Qualified Option (rather than an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")). 2. Purchase Price. The purchase price (the "Purchase Price") for the Shares covered by the Option shall be $____ per Share. 3. Time of Exercise of Option. (a) The Option shall not be exercisable prior to the first anniversary of the date of this Agreement. Upon the anniversary date, 25% of the Option shall be exercisable and thereafter, subject to the provisions of this Agreement (including Section 3(b) below), the Option shall only be exercisable in increments of 1/48th (one forty-eighth) of the total shares represented by the Option per month until the Option is exercisable in full. (b) Notwithstanding any other provisions of this section (but subject to the provision at the end of this subsection), in the event of a Change in Control, each Optionee with a minimum of six months service will automatically receive twelve months accelerated Vesting; in the event of a Change in Control of the Company not approved by the Board of Directors prior to such Change of Control all of the Shares shall be fully Vested immediately upon such Change of Control; provided, however, should any transaction occur which is intended to be accounted for as a "pooling of interests" under generally accepted accounting 2 principles and the provisions of this Section 3(b) would preclude accounting for the transaction as a "pooling of interests" as determined by the Board Of Directors upon advice from the Company's Independent Public Accountants then this Section 3(b) will be null. For purposes of this Agreement a "Change of Control" shall be deemed to have occurred if any of the following conditions have occurred: (1) the merger or consolidation of the Company with another entity other than with a subsidiary or an affiliate, where the Company is not the surviving entity; (2) the sale of all or substantially all of the Company assets to a third party who is not prior thereto a stockholder or affiliate of the Company, or (3) a transaction or series of related transactions whereby in excess of 51% of the voting stock of the Company is transferred to parties who are not prior thereto stockholders or affiliates of the Company. 4. Term of Options; Exerciseability. (a) Term. (1) The Option shall expire ten (10) years from the date of this Agreement, but shall be subject to earlier termination as herein provided. (2) Except as otherwise provided in this Section 4, the Option shall terminate thirty days following the date the Optionee ceases to be an employee of the Company or one of its subsidiaries, or on the date on which the Option expires by its terms, whichever occurs first; provided that the Committee may, in its discretion, extend such thirty day period of exercisability for such time period as it deems appropriate provided further that such period of exercisability shall not exceed ninety (90) days. (3) If such termination of employment is because the Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), the Option shall terminate on the last day of the sixth month from the date the Optionee ceases to be an employee, or on the date on which the Option expires by its terms, whichever occurs first. (4) In the event of the death of the Optionee, the Option shall terminate twelve months from the date of death, or on the date on which the Option expires on its terms, whichever occurs first. (b) Exercisability. The Option shall be exercisable only to the extent that the right to purchase shares under the Option has accrued and is in effect on the date the Optionee ceases to be an employee of the Company. 5. Manner of Exercise of Option; Payment of Price. (a) Manner of Exercise. (1) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares exercised and accompanied by payment in full for 3 such Shares. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not more than thirty (30) days from the date of receipt of the notice by the Company. (2) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. The Optionee shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option. (b) Payment of Price. (1) Form of Payment. The option price shall be paid in the following manner: (i) in cash or by check; (ii) subject to Section 5(b)(2) below, by delivery of shares of the Company's Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price; (iii) by delivery of an assignment satisfactory in form and substance to the Company of a sufficient amount of the proceeds from the sale of the Option Shares and an instruction to the broker or selling agent to pay that amount to the Company; or (iv) by any combination of the foregoing. (2) Limitations on Payment by Delivery of Common Stock. If the Optionee delivers Common Stock held by the Employee ("Old Stock") to the Company in full or partial payment of the option price, and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent number of Option Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Optionee paid for the Option Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months. 6. Non-Transferability. The right of the Optionee to exercise the Option shall not be assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined by the 4 Code or Title I of the Employment Retirement Income Security Act, or the rules thereunder. The Option may be exercised during the lifetime of the Optionee only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Optionee or upon any attempted assignment or transfer, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option. 7. Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the 1933 Act ), upon any date on which the Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form of attached hereto as Exhibit 1 and the Company shall place an investment legend, so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares. 8. Recapitalizations, Reorganizations, Changes in Control and the Like. Adjustments and other matters relating to recapitalizations, reorganizations, sale of assets of the Company, changes in control and the like shall be made and determined in accordance with section 11 of the Plan, as is in effect on the date of this Agreement. 9. No Special Employment Rights. Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment of the Optionee for the period within which this Option may be exercised. However, during the period of the Optionee's employment, the Optionee shall render diligently and faithfully the services which are assigned to the Optionee from time to time by the Board of Directors or by the executive officers of the Company, provided that such services are consistent with the services usually required to be performed by the Optionee. The Optionee shall at no time take any action which directly or indirectly would be inconsistent with the best interests of the Company. 10. Withholding Taxes. If the Company or any Related Corporation in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to this option, the Optionee hereby agrees that the Company or any Related Corporation may withhold from the Optionee's wages or other remuneration the appropriate amount of tax. At the discretion of the Company or Related Corporation, the amount required to be withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees that, if the Company or Related Corporation does not withhold an amount from 5 the Optionee's wages or other remuneration sufficient to satisfy the withholding obligation of the Company or Related Corporation, the Optionee will make reimbursement on demand, in cash, for the amount underwithheld. 11. Amendment and Waiver. This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by the parties. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. 13. Notices. Any notices or other communications required to be given hereunder shall be given by hand delivery or by first class mail with all fees prepaid and addressed, if to the Company, to it at 900 Chelmsford St., Tower II, Fl. 12, Lowell, MA 01851, Attn: President, and if to Optionee, to him at the address set forth in the signature page hereto. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to be hereto affixed by its officer thereunto duly authorized, and the Optionee has hereunto set his or her hand and seal, all as of the day and year first above written. GEOTEL COMMUNICATIONS CORPORATION By:___________________________________________ John C. Thibault, President & CEO OPTIONEE ______________________________________________ [ name ] Address: Social Security No.: ________ 6 GeoTel Communications Corporation 900 Chelmsford Street, Tower II Lowell, MA 01851 GeoTel Communications Corporation Non-Qualified Stock Option Representation Letter The undersigned, ___________________ (the "Optionee"), in connection with the grant of an option to purchase _______ shares (the "Shares") of the Common Stock, $.01 par value per share, of GeoTel Communications Corporation (the "Company"), hereby represents and warrants to the Company that: (1) The Optionee has exercised his or her options pursuant to the provisions set forth in the Company's 1995 Stock Option Plan, as amended (the "Plan"). (2) The Optionee is acquiring the Shares for his or her own account as an investment and not with a view to, or for sale in connection with, any distribution of the Shares. (3) The Optionee is aware that the Shares have not been registered with the Securities and Exchange Commission and are of an illiquid nature and are subject to restrictions on transferability set forth under the Securities Act of 1933, as amended ( the "Securities Act"). (4) The Optionee is aware the Shares must be sold in compliance with the registration requirements of the Securities Act or an exemption therefrom. Accordingly, the Company may, pursuant to Section 7(a) of the Plan, affix an investment legend on the Shares in substantially the form as follows: The Shares represented by this certificate have not been registered under the Securities Act of 1933. These Shares have been acquired for investment and not with a view to distribute or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of Counsel for the Company that such registration is not required under such act. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of the date first written below. Dated: ____________ _________________ Optionee EX-99.4 7 GEOTEL 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION 1 EXHIBIT 99.4 GEOTEL COMMUNICATIONS CORPORATION SECOND AMENDED AND RESTATED 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives to the employees of GeoTel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Option" or "Options"). As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code and the Treasury Regulations promulgated thereunder (the "Regulations"). 2. Stock Subject to the Plan. (a) The initial maximum number of shares of common stock, par value $.01 per share, of the Company ("Common Stock") available for stock options granted under the Plan shall be 2,000,000 shares of Common Stock. The maximum number of shares of Common Stock available for grants shall be subject to adjustment in accordance with Section 11 thereof. Shares issued under the Plan may be authorized but unissued shares of Common Stock or shares of Common Stock held in treasury. (b) To the extent that any stock option shall lapse, terminate, expire or otherwise be canceled without the issuance of shares of Common Stock, the shares of Common Stock covered by such option(s) shall again be available for the granting of stock options. (c) Common Stock issuable under the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Committee (as defined in Section 3 below). 3. Administration of the Plan. (a) The Plan shall be administered by a committee (the "Committee") consisting of two or more members of the Company's Board of Directors, each of whom is a disinterested person as defined from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). The Board of Directors may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as Chairman and shall hold meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. Any action may also be taken without the necessity of a meeting by a written instrument signed by a majority of the Committee. The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member shall be liable for any action or determination made in good faith. Prior to the date of the registration of an equity security of the Company under Section 12 of the Exchange Act, the Plan may be administered by the Board of Directors and in such event all references in this Plan to the Committee shall be deemed to mean the Board of Directors. 2 (b) Subject to the terms of the Plan, the Committee shall have the authority to (i) determine the employees of the Company and its subsidiaries (from among the class of employees eligible under Section 4 to receive Options) to whom Options may be granted; (ii) determine the time or times at which options may be granted; (iii) determine the option price of shares subject to each option which price shall not be less than the minimum price specified in Section 6; (iv) determine (subject to Section 9) the time or times when each option shall become exercisable and the duration of the exercise period; (v) determine whether restrictions such as repurchase options are to be imposed on shares subject to options and the nature of such restrictions; and (vi) determine the size of any Options under the Plan, taking into account the position or office of the optionee with the Company, the job performance of the optionee and such other factors as the Committee may deem relevant in the good faith exercise of its independent business judgment. 4. Eligibility. Options may be granted only to employees of the Company or any subsidiary. In determining the eligibility of an individual to be granted an option, as well as in determining the number of shares to be optioned to any individual, the Committee shall take into account the position and responsibilities of the individual being considered, the nature and value to the Company or its subsidiaries of his or her service and accomplishments, his or her present and potential contribution to the success of the Company or its subsidiaries, and such other factors as the Committee may deem relevant. 5. Option Agreement. Each option shall be evidenced by an option agreement (the "Agreement") duly executed on behalf of the Company and by the optionee to whom such option is granted, which Agreement shall comply with and be subject to the terms and conditions of the Plan. The Agreement may contain such other terms, provisions and conditions which are not inconsistent with the Plan as may be determined by the Committee. The date of grant of an option shall be as determined by the Committee. More than one option may be granted to an individual. 6. Option Price. The option price shall be as determined by the Committee, but in no event shall the option price be less than the minimum legal consideration required therefor under the laws of the State of Delaware or the laws of any jurisdiction in which the Company or its successors in interest may be organized. 7. Manner of Payment; Manner of Exercise. (a) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such options, (ii) shares of Common Stock of the Company owned by the optionee having a fair market value equal in amount to the exercise price of the options being exercised, or (iii) any combination of (i) and (ii), provided, however, that payment of the exercise price by delivery of shares of Common Stock of the Company owned by such optionee may be made only under such circumstances and on such terms as may from time to time be established by the Committee. The fair market value of any shares of the Company's Common Stock which may be delivered upon exercise of an option shall be determined as set forth below. With the consent of the Committee, payment may also be made by delivery of a properly executed exercise notice to the Company, together with a copy of irrevocable instruments to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. For the purposes of the Plan, if the shares of the Company's Common Stock are then listed on any national securities exchange, the fair market value shall be the mean between the high and low sales prices, if any, on such exchange on the business day immediately preceding the date of the grant of the option or, if none, shall be determined by taking a weighted average of the means between the -2- 3 highest and lowest sales prices on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the shares are not then listed on any such exchange, the fair market value of such shares shall be the mean between the high and low sales prices, if any, as reported in the National Association of Securities Dealers Automated Quotation System National Market System ("NASDAQ/NMS") for the business day immediately preceding the date of the grant of the option, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the shares are not then either listed on any such exchange or quoted in NASDAQ/NMS, the fair market value shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported in the National Daily Quotation Service for the business day immediately preceding the date of the grant of the option, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales prices on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the fair market value cannot be determined under the preceding three sentences, it shall be determined in good faith by the Committee. (b) To the extent that the right to purchase shares under an option has accrued and is in effect, options may be exercised in full at one time or in part from time to time, by giving written notice, signed by the person or persons exercising the option, to the Company, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full for such shares as provided in subparagraph (a) above. Upon such exercise, delivery of a certificate for paid-up non-assessable shares shall be made at the principal office of the Company to the person or persons exercising the option at such time, during ordinary business hours, after ten business days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the person or persons exercising the option. 8. Exercise of Options. Subject to the provisions of paragraphs 9 through 11, each option granted under the Plan shall be exercisable as follows: (a) Vesting. The option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the Committee may specify. (b) Full Vesting of Installments. Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the option, unless otherwise specified by the Committee. (c) Partial Exercise. Each option or installment may be exercised at any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable. (d) Acceleration of Vesting. The Committee shall have the right to accelerate the date of exercise of any installment or any option. 9. Term of Options; Exercisability. (a) Term. Each option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as may be provided in the Agreement. (b) Exercisability. Except as otherwise provided in the Agreement, an option granted to an employee optionee who ceases to be an employee of the Company or one of its subsidiaries shall be exercisable only to the extent that the right to purchase shares under such option has accrued and is in effect on the date such optionee ceases to be an employee of the Company or one of its subsidiaries. -3- 4 10. Options Not Transferable. The right of any optionee to exercise any option granted to him or her shall not be assignable or transferable by such optionee otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, and any such option shall be exercisable during the lifetime of such optionee only by him. Any option granted under the Plan shall be null and void and without effect upon the bankruptcy of the optionee to whom the option is granted, or upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, except as provided above with respect to a qualified domestic relations order, trustee process or similar process, whether legal or equitable, upon such option. 11. Adjustments. Upon the occurrence of any of the following events, an optionee's rights with respect to options granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such option: (a) Stock Dividends and Stock Splits. If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. (b) Consolidations or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding options, make appropriate provisions for the continuation of such options by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition. (c) Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an option shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his option prior to such recapitalization or reorganization. (d) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. (e) Issuances of Securities. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. (f) Fractional Shares. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. -4- 5 (g) Adjustments. Upon the happening of any of the events described in subparagraphs (a), (b) or (c) above, the class and aggregate number of shares set forth in Section 2 hereof that are subject to options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 11 and, subject to Section 3, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of an option made hereunder receives shares or securities or cash in connection with a corporate transaction described in subparagraphs (a), (b) or (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board. 12. No Special Employment Rights. Nothing contained in the Plan or in any option granted under the Plan shall confer upon any option holder any right with respect to the continuation of his employment by the Company (or any subsidiary) or interfere in any way with the right of the Company (or any subsidiary), subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the option holder from the rate in existence at the time of the grant of an option. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Committee at the time. 13. Withholding. The Company's obligation to deliver shares upon the exercise of any option granted under the Plan shall be subject to the option holder's satisfaction of all applicable Federal, state and local income, excise and employment tax withholding requirements. The Company and employee may agree to withhold shares of Common Stock purchased upon exercise of an option to satisfy the above-mentioned withholding requirements. With the approval of the Committee, which it shall have sole discretion to grant, and on such terms and conditions as the Committee may impose, the option holder may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of tax to be withheld. The Committee shall also have the right to require that shares be withheld from delivery to satisfy such condition. 14. Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section 7, the Company may delay the issuance of shares covered by the exercise of an option and the delivery of a certificate for such shares until one of the following conditions shall be satisfied: (i) The shares with respect to which such option has been exercised are at the time of the issue of such shares effectively registered or qualified under applicable Federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration and qualification under applicable Federal and state securities acts now in force or as hereafter amended. (b) It is intended that all exercises of options shall be effective, and the Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to qualify shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issue of -5- 6 shares in respect of which any option may be exercised, except as otherwise agreed to by the Company in writing. 15. Purchase for Investment; Rights of Holder on Subsequent Registration. Unless the shares to be issued upon exercise of an option granted under the Plan have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue any shares covered by any option unless the person who exercises such option, in whole or in part, shall give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring the shares issued pursuant to such exercise of the option for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. In the event that the Company shall, nevertheless, deem it necessary or desirable to register under the Securities Act of 1933 or other applicable statutes any shares with respect to which an option shall have been exercised, or to qualify any such shares for exemption from the Securities Act of 1933 or other applicable statutes, then the Company may take such action and may require from each optionee such information in writing for use in any registration statement, supplementary registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for such purpose and may require reasonable indemnity to the Company and its officers and directors and controlling persons from such holder against all losses, claims, damages and liabilities arising from such use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. 16. Loans. The Company may make loans to optionees to permit them to exercise options. If loans are made, the requirements of all applicable Federal and state laws and regulations regarding such loans must be met. 17. Modification of Outstanding Options. The Committee may authorize the amendment of any outstanding option with the consent of the optionee when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of this Plan. 18. Termination and Amendment. Unless sooner terminated as herein provided, the Plan shall terminate ten (10) years from the date upon which the Plan was duly adopted by the Board of Directors of the Company. The Board of Directors may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, that except as provided in this Section 19, the Board of Directors may not, without the approval of the shareholders of the Company change the designation of the class of persons eligible to receive options under the Plan, or make any other change in the Plan which requires shareholder approval under applicable law or regulations, including any approval requirement which is a prerequisite for exemptive relief under Section 16 of the Exchange Act. The Committee may grant options to persons subject to Section 16(b) of the Exchange Act after an amendment to the Plan by the Board of Directors requiring shareholder approval under Section 19, but any such option shall become effective as of the date of grant only upon such shareholder approval and, accordingly, no such option may be exercisable prior to such shareholder approval. The Committee may terminate, amend or modify any outstanding option without the consent of the option holder, provided, however, that, except as provided in Section 11, -6- 7 without the consent of the optionee, the Committee shall not change the number of shares subject to an option, nor the exercise price thereof, nor extend the term of such option. 19. Reservation of Stock. The Company shall at all times during the term of the Plan reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of the Plan and shall pay all fees and expenses necessarily incurred by the Company in connection therewith. 20. Limitation of Rights in the Option Shares. An optionee shall not be deemed for any purpose to be a shareholder of the Company with respect to any of the options except to the extent that the option shall have been exercised with respect thereto and, in addition, a certificate shall have been issued theretofore and delivered to the optionee. 21. Notices. Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to its principal place of business, attention: President, and, if to an optionee, to the address as appearing on the records of the Company. Approved by the Directors: April 30, 1998 -7- EX-99.5 8 FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 99.5 GEOTEL COMMUNICATIONS CORPORATION STOCK OPTION AGREEMENT AGREEMENT entered into this __th day of _______ 1998 by and between GeoTel Communications Corporation, a Delaware corporation with a principal place of business in Lowell, Massachusetts (the "Company"), and the undersigned employee of the Company (the "Optionee"). WHEREAS, the Company desires to grant the Optionee a stock option under the Company's 1998 Employee Stock Option Plan (the "Plan") to acquire shares of the Company's common stock, $.01 par value per share (the "Common Stock"). WHEREAS, Section 5 of the Plan provides that each option is to be evidenced by an option agreement, setting forth the terms and conditions of the option. ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Optionee hereby agree as follows: 1. Grant of Option. The Company hereby irrevocably grants under the Plan and subject to the terms and conditions of the Plan to the Optionee non qualified stock option (the "Option") to purchase all or any part of an aggregate of ______ shares of Common Stock (the "Shares") on the terms and conditions hereinafter set forth. This option shall be treated for federal income tax purposes as a Non-Qualified Option (rather than an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")). 2. Purchase Price. The purchase price ( the "Purchase Price") for the Shares covered by the Option shall be $____ per Share. 3. Time of Exercise of Option. (a) The Option shall vest 100% upon the fourth anniversary of the date of this agreement. However, upon the achievement of performance goals as set forth in the Executive Incentive Plan prior to January 1, 1999, said options shall be 100% vested and fully exercisable upon the first anniversary of the date of this Agreement. The Compensation Committee (the "Committee") will determine if the performance goals are achieved. (b) Notwithstanding any other provisions of this section (but subject to the provision at the end of this subsection), in the event of a Change in Control, each Optionee with a minimum of six months service will automatically receive twelve months accelerated Vesting; in the event of a Change in Control of the Company not approved by the Board of Directors prior to such Change of Control all of the Shares shall be fully Vested immediately upon such Change of Control; provided, however, should any transaction occur which is intended to be accounted for as a "pooling of interests" under generally accepted accounting principles and the provisions of this Section 3(b) would preclude accounting for the 2 transaction as a "pooling of interests" as determined by the Board Of Directors upon advice from the Company's Independent Public Accountants then this Section 3(b) will be null. For purposes of this Agreement a "Change of Control" shall be deemed to have occurred if any of the following conditions have occurred: (1) the merger or consolidation of the Company with another entity other than with a subsidiary or an affiliate, where the Company is not the surviving entity; (2) the sale of all or substantially all of the Company assets to a third party who is not prior thereto a stockholder or affiliate of the Company, or (3) a transaction or series of related transactions whereby in excess of 51% of the voting stock of the Company is transferred to parties who are not prior thereto stockholders or affiliates of the Company. 4. Term of Options; Exerciseability. (a) Term. (1) The Option shall expire ten (10) years from the date of this Agreement, but shall be subject to earlier termination as herein provided. (2) Except as otherwise provided in this Section 4, the Option shall terminate thirty days following the date the Optionee ceases to be an employee of the Company or one of its subsidiaries, or on the date on which the Option expires by its terms, whichever occurs first; provided that the Committee may, in its discretion, extend such thirty day period of exercisability for such time period as it deems appropriate provided further that such period of exercisability shall not exceed ninety (90) days. (3) If such termination of employment is because the Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), the Option shall terminate on the last day of the sixth month from the date the Optionee ceases to be an employee, or on the date on which the Option expires by its terms, whichever occurs first. (4) In the event of the death of the Optionee, the Option shall terminate twelve months from the date of death, or on the date on which the Option expires on its terms, whichever occurs first. (b) Exercisability. The Option shall be exercisable only to the extent that the right to purchase shares under the Option has accrued and is in effect on the date the Optionee ceases to be an employee of the Company. 5. Manner of Exercise of Option; Payment of Price. (a) Manner of Exercise. (1) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares exercised and accompanied by payment in full for such Shares. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares 3 shall be made at the principal office of the Company to the person exercising the Option, not more than thirty (30) days from the date of receipt of the notice by the Company. (2) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its Common Stock as will be sufficient to satisfy the requirements of the Option. The Optionee shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option. (b) Payment of Price. (1) Form of Payment. The option price shall be paid in the following manner: (i) in cash or by check; (ii) subject to Section 5(b)(2) below, by delivery of shares of the Company's Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price; (iii) by delivery of an assignment satisfactory in form and substance to the Company of a sufficient amount of the proceeds from the sale of the Option Shares and an instruction to the broker or selling agent to pay that amount to the Company; or (iv) by any combination of the foregoing. (2) Limitations on Payment by Delivery of Common Stock. If the Optionee delivers Common Stock held by the Employee ("Old Stock") to the Company in full or partial payment of the option price, and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent number of Option Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Optionee paid for the Option Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months. 6. Non-Transferability. The right of the Optionee to exercise the Option shall not be assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined by the Code or Title I of the Employment Retirement Income Security Act, or the rules thereunder. 4 The Option may be exercised during the lifetime of the Optionee only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Optionee or upon any attempted assignment or transfer, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option. 7. Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an investment legend, so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares. 8. Recapitalizations, Reorganizations, Changes in Control and the Like. Adjustments and other matters relating to recapitalizations, reorganizations, sale of assets of the Company, changes in control and the like shall be made and determined in accordance with section 11 of the Plan, as is in effect on the date of this Agreement. 9. No Special Employment Rights. Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment of the Optionee for the period within which this Option may be exercised. However, during the period of the Optionee's employment, the Optionee shall render diligently and faithfully the services which are assigned to the Optionee from time to time by the Board of Directors or by the executive officers of the Company, provided that such services are consistent with the services usually required to be performed by the Optionee. The Optionee shall at no time take any action which directly or indirectly would be inconsistent with the best interests of the Company. 10. Withholding Taxes. If the Company or any Related Corporation in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to this option, the Optionee hereby agrees that the Company or any Related Corporation may withhold from the Optionee's wages or other remuneration the appropriate amount of tax. At the discretion of the Company or Related Corporation, the amount required to be withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees that, if the Company or Related Corporation does not withhold an amount from the Optionee's wages or other remuneration sufficient to satisfy the withholding obligation of 5 the Company or Related Corporation, the Optionee will make reimbursement on demand, in cash, for the amount underwithheld. 11. Amendment and Waiver. This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by the parties. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. 13. Notices. Any notices or other communications required to be given hereunder shall be given by hand delivery or by first class mail with all fees prepaid and addressed, if to the Company, to it at 900 Chelmsford St., Tower II, Fl. 12, Lowell, MA 01851, Attn.: President, and if to Optionee, to him at the address set forth in the signature page hereto. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to be hereto affixed by its officer thereunto duly authorized, and the Optionee has hereunto set his or her hand and seal, all as of the day and year first above written. GEOTEL COMMUNICATIONS CORPORATION By:________________________________________ John C. Thibault, President & CEO OPTIONEE ____________________________________________ NAME Address: Social Security No.: ________ 6 GeoTel Communications Corporation 900 Chelmsford Street, Tower II Lowell, MA 01851 GeoTel Communications Corporation Non Qualified Stock Option Representation Letter The undersigned, ___________________ (the "Optionee"), in connection with the grant of an option to purchase _______ shares (the "Shares") of the Common Stock, $.01 par value per share, of GeoTel Communications Corporation (the "Company"), hereby represents and warrants to the Company that: (1) The Optionee has exercised his or her options pursuant to the provisions set forth in the Company's 1998 Stock Option Plan, as amended (the "Plan"). (2) The Optionee is acquiring the Shares for his or her own account as an investment and not with a view to, or for sale in connection with, any distribution of the Shares. (3) The Optionee is aware that the Shares have not been registered with the Securities and Exchange Commission and are of an illiquid nature and are subject to restrictions on transferability set forth under the Securities Act of 1933, as amended ( the "Securities Act"). (4) The Optionee is aware the Shares must be sold in compliance with the registration requirements of the Securities Act or an exemption therefrom. Accordingly, the Company may, pursuant to Section 7(a) of the Plan, affix an investment legend on the Shares in substantially the form as follows: The Shares represented by this certificate have not been registered under the Securities Act of 1933. These Shares have been acquired for investment and not with a view to distribute or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of Counsel for the Company that such registration is not required under such act. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of the date first written below. Dated: ____________ ______________ Optionee EX-99.6 9 FORM OF OPTION ASSUMPTION AGREEMENT 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 Cisco: (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 Cisco 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. 255 West Tasman Drive, Building J San Jose, CA 95134 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/ LARRY R. CARTER ------------------------------------- Larry R. Carter 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 EX-99.7 10 FORM OF OPTION ASSUMPTION AGREEMENT-ACCELERATION 1 EXHIBIT 99.7 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 the 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 Option hereby assumed shall be as specified for that option in attached Exhibit(s) A, and the 2 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 Cisco: (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) Each GeoTel Option shall be assumed by Cisco as of the Effective Time. Pursuant to the terms of the Option Agreement, each of your GeoTel options assumed by Cisco in connection with the transaction will vest and become exercisable on an accelerated basis as if you had been in GeoTel's employ for an additional twelve (12) months. 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 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 2 3 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, generally a thirty (30) day period, within the designated time period in effect under the Option Agreement for that option, 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. 255 West Tasman Drive, Building J San Jose, CA 95134 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/ LARRY R. CARTER ------------------------------------ Larry R. Carter 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 EX-99.8 11 FORM OF OPTION ASSUMPTION AGREEMENT-PERFORMANCE 1 EXHIBIT 99.8 PERFORMANCE ACCELERATION 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 the 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 Option hereby assumed shall be as specified for that option in attached Exhibit(s) A, and the 2 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 Cisco: (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) Each GeoTel Option shall be assumed by Cisco as of the Effective Time. Pursuant to the terms of the Option Agreement, each of your GeoTel options assumed by Cisco in connection with the transaction will become fully vested and exercisable twelve (12) months earlier than the outside vesting date established in your Option Agreement. For example, if your option would have vested in full on January 15, 2003 if you remained in service until that date, your option will now vest in full on January 15, 2002. In addition, in accordance with the terms of your Option Agreement, your option will become fully vested and exercisable on the date established in your Option Agreement if the performance goals established at the time of grant have been met prior to the date established in your Option Agreement. (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 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 2 3 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. 255 West Tasman Drive, Building J San Jose, CA 95134 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/ LARRY R. CARTER ------------------------------------ Larry R. Carter 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 EX-99.9 12 FORM OF OPTION ASSUMPTION AGREEMENT-PERFORMANCE 1 EXHIBIT 99.9 PERFORMANCE 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 the 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 Option hereby assumed shall be as specified for that option in attached Exhibit(s) A, and the 2 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 Cisco: (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) Each GeoTel Option shall be assumed by Cisco as of the Effective Time. Pursuant to the terms of the Option Agreement, each of your GeoTel options assumed by Cisco in connection with the transaction were fully vested at the time of the transaction. (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 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. 2 3 (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. 255 West Tasman Drive, Building J San Jose, CA 95134 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/ LARRY R. CARTER ------------------------------------ Larry R. Carter 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 -----END PRIVACY-ENHANCED MESSAGE-----