EXHIBIT 4.3
CIRRUS LOGIC, INC.
AMENDED 1989 EMPLOYEE STOCK PURCHASE PLAN
(As amended March 22, 1990, March 21, 1991,
April 7, 1992, May 25, 1993, May 5, 1994 and April 17, 1995)
The following constitute the provisions of the 1989
Employee Stock Purchase Plan of Cirrus Logic, Inc., as amended
March 22, 1990, March 21, 1991, April 7, 1992, May 25, 1993,
May 5, 1994 and April 17, 1995.
1. Purpose. The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an
opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company
to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors
of the Company.
(b) "Code" shall mean the Internal Revenue
Code of 1986, as amended.
(c) "Common Stock" shall mean the Common
Stock, no par value, of the Company.
(d) "Company" shall mean Cirrus Logic, Inc., a
California corporation.
(e) "Compensation" shall mean gross earnings,
including payments for overtime, incentive payments, bonuses and
commissions.
(f) "Continuous Status as an Employee" shall
mean the absence of any interruption or termination of service as
an Employee. Continuous Status as an Employee shall not be
considered interrupt
writing by the Company, provided that such leave is for a period of
not more than ninety (90) days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(g) "Designated Subsidiaries" shall mean the
Subsidiaries which have been designated by the Board from time
to time in its sole discretion as eligible to participate in the Plan.
(h) "Employee" shall mean any person,
including an officer, who is customarily employed for at least
twenty (20) hours per week and more than five (5) months in a
calendar year by the Company or one of its Designated
Subsidiaries.
(i) "Exercise Date" shall mean the last day of
each offering period of the Plan.
(j) "Offering Date" shall mean the first day of
each offering period of the Plan.
(k) "Plan" shall mean this Amended 1989
Employee Stock Purchase Plan.
(l) "Subsidiary" shall mean a corporation,
domestic or foreign, of which not less than fifty percent (50%) of
the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the
Offering Date of the first offering period shall be eligible to
participate in such offering period under the Plan; thereafter, any
person who is an Employee fifteen (15) days prior to the Offering
Date of a given offering period shall be eligible to participate in
such offering period under the Plan. The eligibility criteria set
forth in this Paragraph 3(a) is subject to the requirements of the
paragraph 5(a) and the limitations imposed by Section 423(b) of
the Code.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the
Plan (i) if, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the
Company, or (ii) which permits his rights to purchase stock under
all employee stock purchase plans (described in Section 423 of the
Code) of the Company and its subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market
value of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any
time.
4. Offering Periods. The Plan shall be implemented
by one offering during each six month period of the Plan. The first
offering period shall commence on the effective date of the
Company's initial public offering pursuant to a Registration
Statement filed with the Securities and Exchange Commission and
shall terminate on December 31, 1989. Subsequent offering
periods shall continue until the Plan is terminated in accordance
with paragraph 19 hereof. The Board of Directors of the Company
shall have the power to change the duration of offering periods
with respect to future offerings without shareholder approval if
such change is announced at least fifteen (15) days prior to the
scheduled beginning of the first offering period to be affected.
5. Participation.
(a) An eligible Employee may become a
participant in the Plan by completing a subscription agreement
authorizing payroll deduction on the form provided by the
Company and filing it with the Company's payroll office fifteen
(15) days prior to the applicable Offering Date, unless a later time
for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given offering.
(b) Payroll deductions for a participant shall
commence on the first payroll following the Offering Date and
shall end on the Exercise Date of the offering to which such
authorization is applicable, unless sooner terminated by the
participant as provided in paragraph 10.
6. Payroll Deductions.
(a) At the time a participant files his
subscription agreement, he shall elect to have payroll deductions
made on each payday during the offering period in an amount not
exceeding fifteen percent (15%) of the Compensation which he
received on the payday immediately preceding the Offering Date,
and the aggregate of such payroll deductions during the offering
period shall not exceed fifteen percent (15%) of his aggregate
Compensation during said offering period.
(b) All payroll deductions made by a participant
shall be credited to his account under the Plan. A participant may
not make any additional payments into such account.
(c) A participant may discontinue his
participation in the Plan as provided in paragraph 10, or may
lower, but not increase, the rate of his payroll deductions during
the offering period by completing or filing with the Company a
new authorization for payroll deduction. The change in rate shall
be effective fifteen (15) days following the Company's receipt of
the new authorization.
7. Grant of Option.
(a) On the Offering Date of each offering
period, each eligible Employee participating in the Plan shall be
granted an option to purchase (at the per share option price) up to a
number of shares of the Company's Common Stock determined by
dividing such Employee's payroll deductions to be accumulated
during such offering period (not to exceed an amount equal to
fifteen percent (15%) of his Compensation as of the date of the
commencement of the applicable offering period) by eighty-five
percent (85%) of the fair market value of a share of the Company's
Common Stock on the Offering Date, subject to the limitations set
forth in Section 3(b) and 12 hereof. Fair market value of a share of
the Company's Common Stock shall be determined as provided in
Section 7(b) herein.
(b) The option price per share of the shares
offered in a given offering period shall be the lower of: (i) eighty-
five percent (85%) of the fair market value of a share of the
Common Stock of the Company on the Offering Date; or (ii)
eighty-five percent (85%) of the fair market value of a share of the
Common Stock of the Company on the Exercise Date. The fair
market value of the Company's Common Stock on a given date
shall be determined by the Board in its discretion; provided,
however, that where there is a public market for the Common
Stock, the fair market value per Share shall be the mean of the bid
and asked prices of the Common Stock for such date, as reported in
the Wall Street Journal (or, if not so reported, as otherwise reported
by the National Association of Securities Dealers Automated
Quotation (NASDAQ) System) or, in the event the Common Stock
is listed on a stock exchange, the fair market value per Share shall
be the closing price on such exchange on such date, as reported
in the Wall Street Journal.
8. Exercise of Option. Unless a participant withdraws
from the Plan as provided in paragraph 10, his option for the
purchase of shares will be exercised automatically on the Exercise
Date of the offering period, and the maximum number of full
shares subject to option will be purchased for him at the applicable
option price with the accumulated payroll deductions in his
account. The shares purchased upon exercise of an option
hereunder shall be deemed to be transferred to the participant on
the Exercise Date. During his lifetime, a participant's option to
purchase shares hereunder is exercisable only by him.
9. Delivery. Within 30 days after the Exercise Date of
each offering period, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the
shares purchased upon exercise of his option. Any cash remaining
to the credit of a participant's account under the Plan after a
purchase by him of shares at the termination of each offering
period, or which is insufficient to purchase a full share of Common
Stock of the Company, shall be carried forward to the subsequent
offering period.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less
than all the payroll deductions credited to his account under the
Plan fifteen (15) days prior to the Exercise Date of the offering
period by giving written notice to the Company. All of the
participant's payroll deductions credited to his account will be paid
to him within thirty (30) days after receipt of his notice of
withdrawal and his option for the current period will be
automatically terminated, and no further payroll deductions for the
purchase of shares will be made during the offering period.
(b) Upon termination of the participant's
Continuous Status as an Employee prior to the Exercise Date of the
offering period for any reason, including retirement or death, the
payroll deductions credited to his account will be returned to him
or, in the case of his death, to the person or persons entitled thereto
under paragraph 14, and his option will be automatically
terminated.
(c) In the event an Employee fails to remain in
Continuous Status as an Employee of the Company for at least
twenty (20) hours per week during the offering period in which the
employee is a participant, 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 and his option terminated.
(d) A participant's withdrawal from an offering
will not have any effect upon his eligibility to participate in a
succeeding offering or in any similar plan which may hereafter be
adopted by the Company.
11. Interest. No interest shall accrue on the payroll
deductions of a participant in the Plan.
12. Stock.
(a) The maximum number of shares of the
Company's Common Stock which shall be made available for sale
under the Plan shall be 2,800,000 shares, subject to adjustment
upon changes in capitalization of the Company as provided in
paragraph 18. If the total number of shares which would otherwise
be subject to options granted pursuant to Section 7(a) hereof on the
Offering Date of an offering period exceeds the number of shares
then available under the Plan (after deduction of all shares for
which options have been exercised or are then outstanding), the
Company shall make a pro rata allocation of the shares remaining
available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the
number of shares subject to the option to each Employee affected
thereby and shall similarly reduce the rate of payroll deductions, if
necessary.
(b) The participant will have no interest or
voting right in shares covered by his option until such option has
been exercised.
(c) Shares to be delivered to a participant under
the Plan will be registered in the name of the participant or in the
name of the participant and his spouse.
13. Administration. The Plan shall be administered by
the Board of the Company or a committee of members of the
Board appointed by the Board. The administration, interpretation
or application of the Plan by the Board or its committee shall be
final, conclusive and binding upon all participants. Members of
the Board who are eligible Employees are permitted to participate
in the Plan, provided that:
(a) Members of the Board who are eligible to
participate in the Plan may not vote on any matter affecting the
administration of the Plan or the grant of any option pursuant to the
Plan.
(b) If a Committee is established to administer
the Plan, no member of the Board who is eligible to participate in
the Plan may be a member of the Committee.
14. Designation of Beneficiary.
(a) 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 end of the offering period 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 Exercise Date of
the offering period.
(b) 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 and in the absence of a
beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver such
shares and/or cash 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.
15. Transferability. Neither payroll deductions credited
to a participant's account nor any rights with regard to the exercise
of an option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution or as provided in
paragraph 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
16. 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.
17. Reports. Individual accounts will be maintained for
each participant in the Plan. Statements of account will be given to
participating Employees promptly following the Exercise Date,
which statements will set forth the amounts of payroll deductions,
the per share purchase price, the number of shares purchased and
the remaining cash balance carried forward to the subsequent
offering period, if any.
18. Adjustments Upon Changes in Capitalization.
Subject to any required action by the shareholders of the Company,
the number of shares of Common Stock covered by each option
under the Plan which has not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance
under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of
Common Stock covered by each option under the Plan which has
not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without
receipt of consideration". Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issue 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 of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of
the Company, the offering period will terminate immediately prior
to the consummation of such proposed action, unless otherwise
provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted
by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise
of its sole discretion and in lieu of such assumption or substitution,
that the participant shall have the right to exercise the option as to
all of the optioned stock, including shares as to which the option
would not otherwise be exercisable. If the Board makes an option
fully exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Board shall notify the participant
that the option shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the option will terminate
upon the expiration of such period.
The Board may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the Reserves, as
well as the price per share of Common Stock covered by each
outstanding option, in the event that the Company effects one or
more reorganizations, recapitalizations, rights offerings or other
increases or reductions of shares of its outstanding Common Stock,
and in the event of the Company being consolidated with or
merged into any other corporation.
19. Amendment or Termination. The Board of
Directors of the Company may at any time terminate or amend the
Plan. Except as provided in paragraph 18, no such termination can
affect options previously granted, nor may an amendment make
any change in any option theretofore granted which adversely
affects the rights of any participant, nor may an amendment be
made without prior approval of the shareholders of the Company
(obtained in the manner described in paragraph 21) if such
amendment would increase the number of shares that may be
issued under the Plan.
20. Notices. All notices or other communications by a
participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
21. Shareholder Approval.
(a) Any required approval of the shareholders of
the Company shall be solicited substantially in accordance with
Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder.
(b) If any required approval by the shareholders
of the Plan itself or of any amendment to increase the number of
shares reserved for issuance under the Plan is solicited at any time
other than in the manner described in paragraph 21(a) hereof, then
the Company shall, at or prior to the first annual meeting of
shareholders held subsequent to the granting of an option
hereunder to an officer or director do the following:
(i) furnish in writing to the holders
entitled to vote for the Plan substantially the same information
which would be required (if proxies to be voted with respect to
approval or disapproval of the Plan or amendment were then being
solicited) by the rules and regulations in effect under Section 14(a)
of the Exchange Act at the time such information is furnished; and
(ii) file with, or mail for filing to, the
Securities and Exchange Commission four copies of the written
information referred to in subsection (ii) hereof not later than the
date on which such information is first sent or given to
shareholders.
22. Conditions Upon Issuance of Shares. Shares shall
not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law,
domestic or foreign, including without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company
may require the person exercising such option to represent and
warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to
sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required by any of the
aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its
approval by the shareholders of the Company as described in
paragraph 21. It shall continue in effect for a term of twenty (20)
years unless sooner terminated under paragraph 19.