1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR INTEGRATED DEVICE TECHNOLOGY, INC.
(Amended and Restated Effective as of August 25, 1993)
TABLE OF CONTENTS
Page
1. Purpose 1
2. Definitions 1
3. Administration 2
4. Eligibility 3
5. Shares Available 3
6. Term 4
7. Stock Options 4
8. Exercise of Stock Options Upon
Termination of Employment. 5
9. Nonassignability 5
10. Accelerated Vesting 5
11. Adjustment of Shares Available 6
12. Payment of Withholding Taxes 7
13. Amendments 7
14. Regulatory Approvals and Listings 7
15. No Right to Continued Employment or Grants 8
16. Governing Law 8
17. Execution 8
1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR INTEGRATED DEVICE TECHNOLOGY, INC.
(Amended and Restated Effective as of August 25, 1993)
1. Purpose
The purpose of this amended and restated Plan is to increase
the number of shares of Common Stock available for Awards,
to comply with applicable law and to provide a long-term incentive
vehicle under which stock options may be granted to employees
of the Company and its Subsidiaries to promote the Company's success.
2. Definitions
A. "Award" means a stock option granted under the Plan.
B. "Award Notice" means any written notice from the Company
to a Participant or an agreement between the Company
and a Participant that establishes the terms applicable
to an Award.
C. "Board of Directors" means the Board of Directors of
the Company.
D. "Code" means the Internal Revenue Code of 1986, as amended.
E. "Committee" means the committee designated by the
Board of Directors, which is authorized to administer
the Plan under Section 3 hereof. The Committee shall have
membership composition which enables the Plan to qualify
under Rule 16b-3 with regard to Awards to persons who are
subject to Section 16 of the Exchange Act.
F. "Common Stock" means common stock of the Company, par value
of $0.001.
G. "Company" means Integrated Device Technology, Inc.,
a Delaware corporation.
H. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
I. "Fair Market Value" means the closing price of a share of
the Company's Common Stock, on the principal exchange which
the shares of the Company's Common Stock are trading,
on the trading day immediately preceding the date on
which the Fair Market Value is determined.
J. "Key Employee" means any employee of the Company or
a Subsidiary whose performance the Committee determines can
have a significant effect on the success of the Company.
"Key Employee" also means a nonemployee consultant to the
Company or any Subsidiary who is not an "insider" under
Section 16 of the Exchange Act with respect to the Company,
as determined by the Committee. Notwithstanding Section
7.A., a Key Employee who is a consultant may not receive
an Award that is an incentive stock option.
K. "Participant" means any Key Employee to whom an Award is
granted under the Plan.
L. "Plan" means this Plan, which shall be known as the 1985
Incentive and Nonqualified Stock Option Plan For
Integrated Device Technology, Inc., as amended and restated.
M. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, or any successor rule.
N. "Subsidiary" means any corporation or entity in which the
Company directly or indirectly controls 50% or more of the
total voting power of all classes of its stock having voting
power and which the Board of Directors has designated as
a Subsidiary for purposes of the Plan.
3. Administration
A. The Committee shall have the authority to administer the
Plan in its sole discretion. To this end, the Committee
is authorized to:
(i) construe and interpret the Plan;
(ii) promulgate, amend and rescind rules relating to
the implementation of the Plan;
(iii) make all determinations necessary or advisable for
the administration of the Plan, including the
selection of Key Employees who shall be granted
Awards, the number of shares of Common Stock to be
subject to each Award, the Award price, the vesting
or duration of Awards, including accelerating the
vesting of Awards, and the designation of stock
options as incentive stock options or nonstatutory
stock options;
(iv) determine the disposition of Awards in the event of
a Participant's divorce or dissolution of marriage;
(v) determine whether Awards will be granted in
replacement of other grants under an incentive or
compensation plan of an acquired business unit;
(vi) correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, any Award or any
Award Notice; and
(vii) take any and all other actions it deems necessary
or advisable for the proper administration of the
Plan.
B. Subject to the requirements of applicable law, the Committee
may designate persons other than members of the Committee
to carry out its responsibilities and may prescribe such
conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its authority
with regard to the selection for participation of or the
granting of Awards to persons subject to Section 16 of
the Exchange Act. Any determination, decision or action
of the Committee in connection with the construction,
interpretation, administration, or application of the Plan
shall be final, conclusive and binding upon all persons
participating in the Plan and any person validly claiming
under or through persons participating in the Plan.
C. The Committee may adopt such Plan amendments, procedures,
regulations, subplans and the like as it deems necessary
to enable Key Employees who are foreign nationals or
employed outside the United States to receive Awards.
D. The Committee may at any time, and from time to time,
amend or cancel any outstanding Award but only with the
consent of the person to whom the Award was granted.
4. Eligibility
Any Key Employee is eligible to become a Participant
in the Plan.
5. Shares Available
A. Subject to Section 11, the maximum number of shares of
Common Stock available for Award grants (including incentive
stock options) shall be 7,750,000.
B. For the purpose of computing the total number of shares
of Common Stock available for Awards under the Plan,
there shall be counted against the 7,750,000 maximum
limitation shares of Common Stock subject to Awards.
If any Award is forfeited or terminates for any reason
before being exercised, then the shares of Common Stock
subject to such Award shall again become available for
future Awards under the Plan.
C. The shares of Common Stock available under the Plan may be
authorized and unissued shares or treasury shares.
6. Term
The amended and restated Plan shall become effective upon approval
by the Company's shareholders not later than the 1993 annual meeting
of shareholders, and shall continue in effect until May, 1995.
7. Stock Options
A. Stock options may be incentive stock options within the
meaning of Section 422 of the Code or nonstatutory stock
options (i.e., stock options which are not incentive stock
options).
B. Subject to Section 7.C., options shall be in such form and
contain such terms as the Committee deems appropriate.
While the terms of options need not be identical, each option
shall be subject to the following terms:
(i) The exercise price shall be the price set by the Committee
but may not be less than 100% of the Fair Market Value of
the shares of Common Stock on the date of the grant.
(ii) The exercise price shall be paid in cash (including check,
bank draft, or money order), or at the discretion of the
Committee, all or part of the exercise price may be paid
by delivery of Common Stock already owned by the Participant
and valued at its Fair Market Value or any combination of
the foregoing methods of payment. In addition, payment may
be made by the delivery (on a form prescribed by the
Committee) of an irrevocable direction to a securities
broker approved by the Company to sell Common Stock and
to deliver all or part of the sales proceeds to the Company
in payment of all or part of the exercise price and any
withholding taxes.
(iii) The term of an option may not be greater than 10 years
from the date of the grant.
(iv) Neither a person to whom an option is granted nor such
person's legal representative, heir, legatee or distributee
shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to any shares subject to
such option unless and until such person has exercised
the option.
C. A Key Employee who owns more than 10 percent of the total
combined voting power of all classes of outstanding stock
of the Company or any of its Subsidiaries shall not be
eligible for the Award of an incentive stock option unless
(a) the exercise price under such incentive stock option is
at least 110 percent of the Fair Market Value of share of
Common Stock on the date of grant and (b) such incentive
stock option by its terms is not exercisable after the
expiration of five years from the date of grant.
8. Exercise of Stock Options Upon Termination of Employment
Each Award Notice for options shall set forth the extent
to which the Participant shall have the right to exercise
the Award following termination of the Participant's
employment with the Company and its Subsidiaries.
Such provisions shall be determined in the sole discretion
of the Committee, need not be uniform among all Awards
issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination of employment.
9. Nonassignability
The rights of a Participant under the Plan shall not be
assignable by such Participant, by operation of law or
otherwise, except by will or the applicable laws of descent
and distribution in the event of the Participant's death.
Subject to Section 3.A.(iv), during the lifetime of the
person to whom an Award is granted, he or she alone may
exercise it. No Participant may create a lien on any funds,
securities, rights or other property to which he or she may
have an interest under the Plan, or which is held by the
Company for the account of the Participant under the Plan.
10. Accelerated Vesting
In the event of a Change in Control (as defined below) of
the Company, all outstanding Awards, notwithstanding the
terms of the Awards, shall become fully exercisable,
with respect to the events described in clauses (i), (ii)
or (iii) of this Section 10, one day prior to the effective
date of the Change in Control and, with respect to an event
described in clause (iv) of this Section 10, fifteen days
following the effective date of the Change in Control,
unless a majority of the Continuing Directors (as defined
below) determine that such Change in Control is in the best
interests of the Company and its shareholders. For purposes
of this Section 10 a Change in Control shall be deemed to
occur if (i) any person or entity, including any combination
or group acting in concert (an "Acquiring Entity"),
other than a Subsidiary of the Company, shall merge into
the Company or otherwise combine with the Company and
the Company shall be the continuing or surviving corporation
of such merger or combination, and the Common Stock of
the Company shall remain outstanding and shall not be
changed or exchanged, (ii) the Company shall consolidate
with, or merge with and into, any Acquiring Entity
(other than a Subsidiary of the Company) and the Company
shall not be the continuing or surviving corporation of
such consolidation or merger, (iii) any Acquiring Entity
(other than a Subsidiary of the Company) shall consolidate
with the Company, or merge with or into, the Company,
and the Company shall be the continuing or surviving
corporation of such consolidation or merger, and in
connection with such consolidation or merger, all or part
of the outstanding shares of Common Stock shall be changed
or exchanged for stock or other securities of any other
Acquiring Entity or cash or any other property, or (iv)
any Acquiring Entity shall become, in one transaction or a
series of transactions, the beneficial owner of 15% or more
of the shares of outstanding capital stock of the Company
entitled to vote generally in the election of directors.
For the purposes of this Section 10, Continuing Director
shall mean (i) any member of the Board of Directors of the
Company who is not an Acquiring Entity or an affiliate or
associate of an Acquiring Entity, or a representative of
an Acquiring Entity or of any such affiliate or associate,
and who was a member of the Board of Directors prior to
January 28, 1989, or (ii) any person who subsequently
becomes a member of the Board of Directors, while a member,
who is not an Acquiring Entity, or an affiliate or associate
of an Acquiring Entity, or a representative of an Acquiring
Entity or of any such affiliate or associate, if such person's
nomination for election or election to the Board of Directors
is recommended or approved by a majority of the Continuing
Directors.
11. Adjustment of Shares Available
A. If there shall be any change in the Common Stock subject to
this Plan or the Common Stock subject to any Award granted
hereunder, through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock dividend,
or other change in the corporate structure of the Company,
appropriate adjustments will be made by the Committee in the
aggregate number of shares subject to this Plan and the number
of shares and the price per share subject to outstanding Awards
in order to preserve, but not to increase, the benefits of
the Participant.
B. Subject to Section 10, in the event of a dissolution or liquidation
of the Company or a merger, consolidation or other reorganization,
each outstanding Award shall be treated in accordance with the
terms of the agreement of merger, consolidation or reorganization,
which may provide for the full vesting, redemption, cancelation
or assumption of such Awards; provided, however, that in the
absence of such terms, each outstanding Award shall be treated as
determined by the Committee in its sole discretion.
12. Payment of Withholding Taxes
To the extent required by applicable federal, state, local or
foreign law, a Participant shall make arrangements satisfactory
to the Committee for the satisfaction of any withholding
tax obligations that arise by reason of an Award. The Committee
shall not be required to issue any Common Stock under the Plan
until such obligations are satisfied.
The Committee may permit a Participant to satisfy all or part of
his or her withholding tax obligations by having the Company
withhold a portion of any Common Stock that otherwise would be
issued to him or her or by surrendering a portion of any
Common Stock that previously were issued to him or her.
Such Common Stock shall be valued at their Fair Market Value on
the date when taxes otherwise would be withheld in cash.
The payment of withholding taxes by assigning Common Stock to the
Company, if permitted by the Committee, shall be subject to such
restrictions as the Committee may impose.
13. Amendments
The Board of Directors may amend the Plan at any time and from
time to time. Rights and obligations under any Award Notice or
Award granted before amendment of the Plan shall not be materially
altered, or impaired adversely, by such amendment, except with
consent of the person to whom the Award was granted. An amendment
of the Plan shall be subject to the approval of the Company's
stockholders only to the extent required by applicable laws,
regulations or rules.
14. Regulatory Approvals and Listings
Notwithstanding any other provision in the Plan, the Company
shall have no obligation to issue or deliver certificates of
Common Stock under the Plan prior to
A.obtaining approval from any governmental agency which the
Company determines is necessary or advisable,
B.admitting such shares to listing on any stock exchange on which
the Common Stock may be listed and
C.completing any registration or other qualification of such
shares under any state or Federal law or ruling of any
governmental body which the Company determines to be necessary
or advisable.
15. No Right to Continued Employment or Grants
Participation in the Plan shall not give any Key Employee any
right to remain in the employ of the Company or any Subsidiary,
and a Key Employee may be terminated at any time and for any
reason. Further, the adoption of this Plan shall not be deemed
to give any Key Employee or other individual the right to be
selected as a Participant or to be granted an Award.
16. Governing Law
The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware.
17. Execution
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.
By___________________________
Jack Menache
Its Vice President,
General Counsel and Secretary
1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR INTEGRATED DEVICE TECHNOLOGY, INC.
(Amended and Restated as of August 25, 1993)
The 1985 Incentive and Nonqualified Stock Option Plan for
Integrated Device Technology, Inc.
(Amended and Restated as of August 25, 1993)
is amended in the following respects:
1. Shares Available. Section 5(A) is amended to read,
in its entirety, as follows:
"Subject to Section 11, the maximum number of shares
of Common Stock available for Award grants (including
incentive stock options) shall be 8,525,000."
Section 5(B) is amended to read, in its entirety, as follows:
"For the purpose of computing the total number of shares
of Common Stock available for Awards under the Plan,
there shall be counted against the 8,525,000 maximum
limitation shares of Common Stock subject to Awards.
If any Award is forfeited or terminates for any reason
before being exercised, then the shares of Common Stock
subject to such Award shall again become available for
future Awards under the Plan."
2. Effective Date. This First Amendment is effective
this 19th day of October, 1993.
This First Amendment is adopted this 19th day of October,
1993.
INTEGRATED DEVICE TECHNOLOGY, INC.
By _________________________
As Its _____________________
By___________________________
Jack Menache
Its Vice President,
General Counsel and Secretary
INTEGRATED DEVICE TECHNOLOGY
NOTICE OF GRANT OF STOCK OPTIONS
AND GRANT AGREEMENT
ID:
You have been granted an Employee Stock Option to purchase
Common Stock of Integrated Device Technology, Inc. as follows:
Non-Qualified Stock Option Grant No.
Date of Grant
Stock Option Plan 85
Option Price per Share
Total Number of Shares Granted
Total Price of Shares Granted
By our signatures we agree that this option is granted under
and governed by the terms of the Integrated Device Technology,
Inc. 1985 Employee Stock Option Plan. The term of this option
is Ten (10) years from the Grant Date. This option shall be
exercisable in accordance with the schedule on the attached
Grant Summary.
_____________________________________ __________________
For INTEGRATED DEVICE TECHNOLOGY Date
_____________________________________ __________________
Optionee Date