INTEGRATED DEVICE TECHNOLOGY, INC.
1984 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated Effective as of August 25, 1993)
Section 1. Establishment of the Plan.
The Integrated Device Technology, Inc. qualified Employee
Stock Purchase Plan (the "Plan") is amended and restated to
increase the shares available for purchase under the Plan
and to comply with the requirements of Section 16 of the
Securities Exchange Act of 1934. The Plan provides Eligible
Employees with an opportunity to purchase the Company's
common stock so that they may increase their proprietary
interest in the success of the Company. The Plan, which
provides for the purchase of stock through payroll
withholding, is intended to qualify under section 423 of
the Code.
Section 2. Definitions.
(a) "Board of Directors" or "Board" means the Board
of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Company" means Integrated Device Technology, Inc.,
a Delaware corporation.
(d) "Compensation" means the base compensation paid to a
Participant during a Participation Period in cash or in
kind including overtime and shift differential. Incentive
compensation, commissions and other bonuses and other
forms of compensation for work outside the regular
work schedule are excluded.
(e) "Date of Participation" means the first day of a
Participation Period.
(f) "Eligible Employee" means any Employee of a Participating
Company (i) who has been continuously employed by the
Participating Company for at least three (3) months prior
to the commencement of a Participation Period, (ii) who
is customarily employed for more than twenty (20) hours
per week, (iii) who is customarily employed for more
than five (5) months per calendar year, and (iv) who is
an Employee at the commencement of a Participation
Period. If an Employee has been employed less than
three months and is granted a formal leave of absence,
service, prior to and after the leave, will count toward
the three months waiting period for eligibility.
Rehired Employees with less than a six month break in
service will receive full credit for past service to
determine eligibility; otherwise, rehired Employees
will be treated as new Employees for purposes of
eligibility.
In the event an Eligible Employee fails to remain
in the continuous employ of a Participating Company
customarily for at least twenty (20) hours per week during
a Participation Period, he will be deemed to have elected
to withdraw from the Plan and the payroll deductions
credited to his account will be returned to him;
provided that a Participant who goes on an unpaid leave of
absence shall be permitted to remain in the Plan with
respect to a Participation Period which commenced prior to
such leave of absence. If such Participant is not guaranteed
reemployment by contract or statute and the leave of absence
extends beyond ninety (90) days, such Participant shall be
deemed to have terminated employment on the ninety-first
(91st) day of such leave of absence. Payroll deductions
for a Participant who has been on an unpaid leave of absence
will resume at the same rate as in effect prior to such
leave upon return to work unless changed by such Participant
or unless the Participant has been on an unpaid leave of
absence either throughout an entire Participation Period or
for more than 90 days, in which case the Participant shall
not be permitted to re-enter the Plan until a participation
agreement is filed with respect to a subsequent Participation
Period which commences after such Participant has returned to
work from the unpaid leave of absence.
(g) "Employee" means any common-law employee of a
Participating Company.
(h) "Fair Market Value" of a share of Stock means the
market price of Stock, determined as follows:
(i) if the Stock was traded over-the-counter on the
date in question but was not classified as a national
market issue, then the Fair Market Value shall be equal
to the closing bid price quoted by the National
Association of Securities Dealers, Inc. ("NASDAQ") for
such date; (ii) if the Stock is traded over-the-counter
on the date in question and was classified as a national
market issue, then the Fair Market Value shall be
equal to the last-transaction price quoted by the
NASDAQ system for such date; (iii) if the Stock is
traded on a national exchange on the date in question,
then the Fair Market Value shall be the highest closing
bid price reported on such exchange for such date.
If the Stock is not traded on the date as of which the
Fair Market Value is to be determined, Fair Market Value
shall be determined as of the first preceding date on
which Stock was traded. In all cases the determination
of Fair Market Value by the Board of Directors shall be
conclusive and binding on all persons.
(i) "Participant" means an Eligible Employee who elects
to participate in the Plan, as provided in Section 5
hereof.
(j) "Participating Company" means the Company and such
present or future Subsidiaries of the Company as the
Board of Directors shall from time to time designate.
(k) "Participation Period" means a period during which
contributions may be made toward the purchase of Stock
under the Plan, as determined pursuant to Section 6.
(l) "Plan Account" means the account established for each
Participant pursuant to Section 9(a).
(m) "Purchase Price" means the price at which Participants
may purchase Stock under Section 5 of the Plan, as determined
pursuant to Section 7.
(n) "Stock" means the common stock, no par value,
of the Company.
(o) "Subsidiary" means a subsidiary corporation as defined
in section 425 of the Code.
Section 3. Duration; Shares Authorized
The Plan shall terminate on the last day of the Company's
2008-2009 fiscal year, unless terminated earlier by the
Board of Directors. The maximum aggregate number of shares
which may be offered under the Plan shall be 2,025,000 shares
of Stock, subject to adjustment as provided in Section 13
hereof.
Section 4. Administration.
(a) The Plan shall be administered by a Plan Administrator
appointed by the Board of Directors. The interpretation
and construction by the Plan Administrator of any
provision of the Plan or of any right to purchase stock
qualified hereunder shall be conclusive and binding on
all persons.
(b) No member of the Board or the Plan Administrator shall
be liable for any action or determination made in
good faith with respect to the Plan or the right to
purchase Stock hereunder. The Plan Administrator shall
be indemnified by the Company against the reasonable
expenses, including attorney's fees actually and
necessarily incurred in connection with the defense of
any action, suit or proceeding, or in connection with
any appeal therein, to which it may be a party by reason
of any action taken or failure to act under or in
connection with the Plan or any stock purchased
thereunder, and against all amounts paid by it in
settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company)
or paid by it in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action,
suit or proceeding that the Plan Administrator is liable
for negligence or misconduct in the performance of its
duties; provided that within sixty (60) days after
institution of any such action, suit or proceeding,
the Plan Administrator shall in writing offer the
Company the opportunity, at its own expense, to handle
and defend the same.
(c) All costs and expenses incurred in administering the
Plan shall be paid by the Company. The Board or the Plan
Administrator may request advice for assistance or employ
such other persons as are necessary for proper
administration of the Plan.
Section 5. Eligibility and Participation.
(a) Any person who qualifies or will qualify as an
Eligible Employee on the Date of Participation with
respect to a Participation Period may elect to
participate in the Plan for such Participation Period.
An Eligible Employee may elect to participate by
executing the participation agreement prescribed for
such purpose by the Plan Administrator.
The participation agreement shall be filed with the
Plan Administrator no later than the deadline stated
on the participation agreement, and if none is stated,
then no later than the first day of the Participation
Period. The Eligible Employee shall designate on the
participation agreement the percentage of his or her
Compensation which he or she elects to have withheld for
the purchase of Stock, which may be any whole percentage
from 2 to 10% of the Participant's Compensation.
(b) By enrolling in the Plan, a Participant shall be deemed
to have elected to purchase the maximum number of whole
shares of Stock which can be purchased with the amount
of the Participant's Compensation which is withheld
during the Participation Period. However, with respect
to any Participation Period, no Participant shall be
eligible to purchase more than two thousand five hundred
(2,500) shares of Stock (appropriately adjusted if the
Participation Period is longer than a fiscal quarter
and for events described in Section 13), provided that
such amount shall not result in the limitations set
forth in Section 14 being exceeded.
(c) Once enrolled, a Participant will continue to
participate in the Plan for each succeeding
Participation Period until he or she terminates
participation or ceases to qualify as an Eligible
Employee. A Participant who withdraws from the Plan
in accordance with Section 10 may again become a
Participant, if he or she then is an Eligible Employee,
by following the procedure described in Section 5(a).
Section 6. Participation Periods.
The Plan shall be implemented by one or more Participation
Periods of not more than twenty-seven (27) months each.
(The current duration of each Participation Period is each
of the Company's fiscal quarters, and the Participation
Periods commence on the first day of each such quarter.)
The Board of Directors may determine the duration of each
Participation Period and the commencement dates, provided
that no Participation Period shall have a commencement date
after January 1, 2009.
Section 7. Purchase Price.
The Purchase Price for each share of Stock shall be the
lesser of (i) eighty-five percent (85%) of the Fair Market
Value of such share on the Date of Participation or (ii)
eighty-five percent (85%) of the Fair Market Value of
such share on the last trading day during the Participation
Period.
Section 8. Employee Contributions.
A Participant may purchase shares of Stock solely by means
of payroll deductions. Payroll deductions, as designated
by the Participant pursuant to Section 5(a), shall commence
with the first paycheck issued during the Participation
Period and shall be deducted from each subsequent paycheck
throughout the Participation Period. If a Participant desires
to decrease the rate of payroll withholding during the
Participation Period, he or she may do so, if permitted
by the Plan Administrator, one time during a Participation
Period by filing a new participation agreement with the
Plan Administrator. Such decrease will be effective as of
the first day of the second payroll period which begins
following the receipt of the new participation agreement.
If a Participant desires to increase or decrease the rate
of payroll withholding, he or she may do so effective for
the next Participation Period by filing a new participation
agreement with the Plan Administrator on or before the date
specified by the Plan Administrator, and if none is stated,
then no later than the first day of the Participation Period
for which such change is to be effective.
Section 9. Plan Accounts; Purchase of Shares.
(a) The Company will maintain a Plan Account on its
books in the name of each Participant. At the close
of each pay period, the amount deducted from the
Participant's Compensation will be credited to the
Participant's Plan Account.
(b) As of the last day of each Participation Period,
the amount then in the Participant's Plan Account
will be divided by the Purchase Price, and the number
of whole shares which results (subject to the
limitations described in Sections 5(b), 9(c) and 14)
shall be purchased from the Company with the funds
in the Participant's Plan Account. Share certificates
representing the number of shares of Stock so purchased
shall be delivered to a brokerage account designated by
the Plan Administrator and kept in such account pursuant
to a participation agreement (which shall be uniform)
between each Participant and the Company and subject
to the conditions described therein.
(c) In the event that the aggregate number of shares which
all Participants elect to purchase during a Participation
Period shall exceed the number of shares remaining
available for issuance under the Plan, then the number
of shares to which each Participant shall become entitled
shall be determined by multiplying the number of shares
available for issuance by a fraction the numerator of
which is the sum of the number of shares the Participant
has elected to purchase pursuant to Section 5,
and the denominator of which is the sum of the number
of shares which all employees have elected to purchase
pursuant to Section 5. Any cash amount remaining in
the Participant's Plan Account under these circumstances
shall be refunded to the Participant.
(d) Any amount remaining in the Participant's Plan Account
caused by a surplus due to fractional shares after
deducting the amount of the Purchase Price for the number
of whole shares issued to the Participant shall be
carried over in the Participant's Plan Account for the
succeeding Participation Period, without interest.
Any amount remaining in the Participant's Plan Account
caused by anything other than a surplus due to
fractional shares shall be refunded to the Participant
in cash, without interest.
(e) As soon as practicable following the end of each
Participation Period, the Company shall deliver to
each Participant a Plan Account statement setting forth
the amount of payroll deductions, the purchase price,
the number of shares purchased and the remaining cash
balance, if any.
Section 10. Withdrawal From the Plan.
A Participant may elect to withdraw from participation
under the Plan at any time up to the last day of a
Participation Period by filing the prescribed form with the
Plan Administrator. As soon as practicable after a
withdrawal, payroll deductions shall cease and all amounts
credited to the Participant's Plan Account will be refunded
in cash, without interest. A Participant who has withdrawn
from the Plan shall not be a Participant in future
Participation Periods, unless he or she again enrolls in
accordance with the provisions of Section 5.
Section 11. Effect of Termination of Employment or Death.
(a) Termination of employment as an Eligible Employee for
any reason, including death, shall be treated as an
automatic withdrawal from the Plan under Section 10.
A transfer from one Participating Company to another
shall not be treated as a termination of employment.
(b) A Participant may file a written designation of a
beneficiary who is to receive any shares and cash,
if any, from the Participant's Account under the Plan
in the event of such Participant's death subsequent to
the purchase of shares but prior to delivery to him of
such shares and cash. In addition, a Participant may
file a written designation of a beneficiary who is to
receive any cash from the Participant's Account under
the Plan in the event of such Participant's death prior
to the last day of a Participation Period.
(c) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event
of the death of a Participant in the absence of a valid
designation of a beneficiary who is living at the time
of such Participant's death, the Company shall deliver
such shares and/or cash in accordance with the
Participant's designation of beneficiaries under the
Integrated Device Technology, Inc. Long Term Incentive
Plan; or, in the absence of such designation,
to the executor or administrator of the estate of the
Participant; or if no such executor or administrator
has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares
and/or cash to the spouse or to any one or more
dependents or relatives of the Participant; or if no
spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
Section 12. Rights Not Transferable.
The rights or interests of any Participant in the Plan,
or in any Stock or moneys to which he or she may be entitled
under the Plan, shall not be transferable by voluntary or
involuntary assignment or by operation of law, or by any
other manner other than as permitted by the Code or by will
or the laws of descent and distribution. If a Participant
in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interest under the Plan,
other than as permitted by the Code or by will or the laws
of descent and distribution, such act shall be treated as
an automatic withdrawal under Section 10.
Section 13. Recapitalization, Etc.
(a) The aggregate number of shares of Stock offered under
the Plan, the number and price of shares which any
Participant has elected to purchase pursuant to Section 5
and the maximum number of shares which a Participant
may elect to purchase under the Plan in any Participation
Period shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Stock
resulting from a subdivision or consolidation of shares
or any other capital adjustment, the payment of a stock
dividend, or other increase or decrease in such shares
effected without receipt of consideration by the Company.
(b) In the event of a dissolution or liquidation of the
Company, or a merger or consolidation to which the
Company is a constituent corporation, this Plan shall
terminate, unless the plan of merger, consolidation or
reorganization provides otherwise, and all amounts which
each Participant has paid towards the Purchase Price of
Stock hereunder shall be refunded, without interest.
(c) The Plan shall in no event be construed to restrict
in any way the Company's right to undertake a
dissolution, liquidation, merger, consolidation or other
reorganization.
Section 14. Limitation on Stock Ownership.
Notwithstanding any provision herein to the contrary,
no Participant shall be permitted to elect to participate
in the Plan (i) if such Participant, immediately after his
or her election to participate, would own stock possessing
five percent (5%) or more of the total combined voting power
or value of all classes of stock of the Company or any
parent or Subsidiary of the Company, or (ii) if under the
terms of the Plan the rights of the Employee to purchase
Stock under this Plan and all other qualified employee
stock purchase plans of the Company or its Subsidiaries
would accrue at a rate which exceeds twenty-five thousand
dollars ($25,000) of the Fair Market Value of such Stock
(determined at the time such right is granted) for each
calendar year for which such right is outstanding at any
time. For purposes of this Section 14, ownership of stock
shall be determined by the attribution rules of section
425(d) of the Code, and Participants shall be considered
to own any stock which they have a right to purchase under
this or any other stock plan.
Section 15. No Rights as an Employee.
Nothing in the Plan shall be construed to give any person
the right to remain in the employ of a Participating Company.
Each Participating Company reserves the right to terminate
the employment of any person at any time and for any reason.
Section 16. Rights as a Stockholder.
A Participant shall have no rights as a stockholder with
respect to any shares he or she may have a right to purchase
under the Plan until the date of issuance of a stock
certificate to the brokerage account designated by the Plan
Administrator for shares of Stock issued pursuant to the
Plan.
Section 17. Use of Funds.
All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate
such payroll deductions in separate accounts.
Section 18. Amendment or Termination of the Plan.
The Board of Directors shall have the right to amend,
modify or terminate the Plan at any time without notice.
An amendment of the Plan shall be subject to shareholder
approval only to the extent required by applicable laws,
regulations or rules.
Section 19. Governing Law.
The Plan shall be governed by, and construed and interpreted
in accordance with, the laws of the State of Delaware.
To record the adoption of this amended and restated Plan,
the Company has caused its authorized officer to execute
the same this ___ day of ___________, 1993.
Integrated Device Technology, Inc.
By ____________________________
Jack Menache
Its Vice President,
General Counsel and Secretary
INTEGRATED DEVICE TECHNOLOGY, INC.
1984 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated Effective as of August 25, 1993)
TABLE OF CONTENTS
Page
Section 1. Establishment of the Plan 1
Section 2. Definitions 1
Section 3. Duration; Shares Authorized 3
Section 4. Administration. 3
Section 5. Eligibility and Participation 4
Section 6. Participation Periods 5
Section 7. Purchase Price. 5
Section 8. Employee Contributions 5
Section 9. Plan Accounts; Purchase of Shares 5
Section 10. Withdrawal From the Plan 6
Section 11. Effect of Termination of Employment
or death 7
Section 12. Rights Not Transferable 7
Section 13. Recapitalization, Etc. . 8
Section 14. Limitation on Stock Ownership 8
Section 15. No Rights as an Employee 9
Section 16. Rights as a Stockholder 9
Section 17. Use of Funds 9
Section 18. Amendment or Termination 9
of the Plan
Section 19. Governing Law 9