EXHIBIT 4.2
CIRRUS LOGIC, INC.
FORM OF STOCK OPTION AGREEMENT AND
RESTRICTED STOCK PURCHASE AGREEMENT
-----------------------------------------
CIRRUS LOGIC, INC.
1996 STOCK PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option
Agreement.
I. NOTICE OF STOCK OPTION GRANT
[Optionee's Name and Address]
You have been granted an option to purchase Common Stock of
the Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:
Grant Number
Date of Grant
Vesting Commencement Date
Exercise Price per Share $
Total Number of Shares Granted
Total Exercise Price $
Type of Option: ___ Incentive Stock Option
___ Nonstatutory Stock Option
Term/Expiration Date:
Vesting Schedule:
This Option may be exercised, in whole or in part, in
accordance with the following schedule:
[25% of the Shares subject to the Option shall vest twelve
months after the Vesting Commencement Date, and 1/48 of the Shares
subject to the Option shall vest each month thereafter, subject to
the Optionee's Continuous Status as an Employee or Consultant not
terminating prior to such dates].
Termination Period:
This Option may be exercised for _____ [days/months] after
Optionee's Continuous Status as an Employee or Consultant
terminates. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the
Plan. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant
attached as Part I of this Agreement (the "Optionee") an option
(the "Option") to purchase the number of Shares, as set forth in
the Notice of Grant, at the exercise price per share set forth in
the Notice of Grant (the "Exercise Price"), subject to the terms
and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 15(c) of the Plan, in the event of
a conflict between the terms and conditions of the Plan and the
terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive
Stock Option ("ISO"), this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However, if
this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code Section 422(d) it
shall be treated as a Nonstatutory Stock Option ("NSO").
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable
during its term in accordance with the Vesting Schedule set out in
the Notice of Grant and the applicable provisions of the Plan and
this Option Agreement.
(b) Method of Exercise. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A
(the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall
be completed by the Optionee and delivered to the Company. The
Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise
Price.
No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and exercise complies with
Applicable Laws. Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to
the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
3. Method of Payment. Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof,
at the election of the Optionee:
(a) cash; or
(b) check; or
(c) consideration received by the Company under a
cashless exercise program implemented by the Company in connection
with the Plan; or
(d) surrender of other Shares which (i) in the case of
Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six (6) months on the date of surrender,
and (ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares.
4. Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime
of Optionee only by the Optionee. The terms of the Plan and this
Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only
within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and
the terms of this Option Agreement.
6. Tax Consequences. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.
(a) Exercising the Option.
(i) Nonstatutory Stock Option. The Optionee may
incur regular federal income tax liability upon exercise of a NSO.
The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the
Optionee is an Employee or a former Employee, the Company will be
required to withhold from his or her compensation or collect from
Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time
of exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at
the time of exercise.
(ii) Incentive Stock Option. If this Option
qualifies as an ISO, the Optionee will have no regular federal
income tax liability upon its exercise, although the excess, if
any, of the Fair Market Value of the Exercised Shares on the date
of exercise over their aggregate Exercise Price will be treated as
an adjustment to alternative minimum taxable income for federal
tax purposes and may subject the Optionee to alternative minimum
tax in the year of exercise. In the event that the Optionee
changes his or her status from an Employee to a Consultant or a
Consultant to an Employee, any Incentive Stock Option of the
Optionee that remains unexercised shall cease to qualify as an
Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option on the date three (3) months and one (1)
day following such change of status.
(b) Disposition of Shares.
(i) NSO. If the Optionee holds NSO Shares for at
least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal income tax
purposes.
(ii) ISO. If the Optionee holds ISO Shares for at
least one year after exercise and two years after the grant date,
any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes. If the
Optionee disposes of ISO Shares within one year after exercise or
two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the excess, if any, of the
lesser of (A) the difference between the Fair Market Value of the
Shares acquired on the date of exercise and the aggregate Exercise
Price, or (B) the difference between the sale price of such Shares
and the aggregate Exercise Price. Any additional gain will be
taxed as capital gain, short-term or long-term depending on the
period that the ISO Shares were held.
(c) Notice of Disqualifying Disposition of ISO Shares.
If the Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to an ISO on or before the later of (i) two
years after the grant date, or (ii) one year after the exercise
date, the Optionee shall immediately notify the Company in writing
of such disposition. The Optionee agrees that he or she may be
subject to income tax withholding by the Company on the
compensation income recognized from such early disposition of ISO
Shares by payment in cash or out of the current earnings paid to
the Optionee.
7. Entire Agreement; Governing Law. The Plan is
incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee's interest except by means of a
writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of
law rules, of California.
8. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN
EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING
SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR
CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT
ANY TIME, WITH OR WITHOUT CAUSE.
By your signature and the signature of the Company's
representative below, you and the Company agree that this Option
is granted under and governed by the terms and conditions of the
Plan and this Option Agreement. Optionee has reviewed the Plan
and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of the
Plan and Option Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions relating to the Plan and
Option Agreement. Optionee further agrees to notify the Company
upon any change in the residence address indicated below.
OPTIONEE: CIRRUS LOGIC, INC.
Signature By
Print Name Title
Residence Address
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby
approves the terms and conditions of the Plan and this Option
Agreement. In consideration of the Company's granting his or her
spouse the right to purchase Shares as set forth in the Plan and
this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this
Option Agreement and further agrees that any community property
interest shall be similarly bound. The undersigned hereby
appoints the undersigned's spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights
under the Plan or this Option Agreement.
Spouse of Optionee
EXHIBIT A
CIRRUS LOGIC, INC.
1996 STOCK PLAN
EXERCISE NOTICE
Cirrus Logic, Inc.
3100 Warren Avenue
Fremont, CA 94538
Attention: [Title]
1. Exercise of Option. Effective as of today,
________________, 199__, the undersigned ("Purchaser") hereby
elects to purchase ______________ shares (the "Shares") of the
Common Stock of Cirrus Logic, Inc. (the "Company") under and
pursuant to the 1996 Stock Plan (the "Plan") and the Stock Option
Agreement dated , 19___ (the "Option Agreement").
The purchase price for the Shares shall be $ , as
required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the
Company the full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges
that Purchaser has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their
terms and conditions.
4. Rights as Shareholder. Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right
to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of
the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date of issuance,
except as provided in Section 13 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser
may suffer adverse tax consequences as a result of Purchaser's
purchase or disposition of the Shares. Purchaser represents that
Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any
tax advice.
6. Entire Agreement; Governing Law. The Plan and Option
Agreement are incorporated herein by reference. This Agreement,
the Plan and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements
of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and
Purchaser. This agreement is governed by the internal substantive
laws, but not the choice of law rules, of California.
Submitted by: Accepted by:
PURCHASER: CIRRUS LOGIC, INC.
Signature By
Print Name Title
Address: Address:
3100 West Warren Avenue
Fremont, CA 94538
Date Received
CIRRUS LOGIC, INC.
1996 STOCK PLAN
NOTICE OF GRANT OF STOCK PURCHASE RIGHT
Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Notice of
Grant.
[Grantee's Name and Address]
You have been granted the right to purchase Common Stock of
the Company, subject to the Company's Repurchase Option and your
Continuous Status as an Employee or Consultant (as described in
the Plan and the attached Restricted Stock Purchase Agreement), as
follows:
Grant Number
Date of Grant
Price Per Share $
Total Number of Shares Subject
to This Stock Purchase Right
Expiration Date:
YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE
EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER
RIGHT TO PURCHASE THE SHARES. By your signature and the signature
of the Company's representative below, you and the Company agree
that this Stock Purchase Right is granted under and governed by
the terms and conditions of the Cirrus Logic, Inc. 1996 Stock Plan
and the Restricted Stock Purchase Agreement, attached hereto as
Exhibit A-1, both of which are made a part of this document. You
further agree to execute the attached Restricted Stock Purchase
Agreement as a condition to purchasing any shares under this Stock
Purchase Right.
GRANTEE: CIRRUS LOGIC, INC.
Signature By
Print Name Title
EXHIBIT A-1
CIRRUS LOGIC, INC.
1996 STOCK PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Restricted Stock
Purchase Agreement.
WHEREAS the Purchaser named in the Notice of Grant, (the
"Purchaser") is an Employee or Consultant, and the Purchaser's
continued participation is considered by the Company to be
important for the Company's continued growth; and
WHEREAS in order to give the Purchaser an opportunity to
acquire an equity interest in the Company as an incentive for the
Purchaser to participate in the affairs of the Company, the Admin-
istrator has granted to the Purchaser a Stock Purchase Right
subject to the terms and conditions of the Plan and the Notice of
Grant, which are incorporated herein by reference, and pursuant to
this Restricted Stock Purchase Agreement (the "Agreement").
NOW THEREFORE, the parties agree as follows:
1. Sale of Stock. The Company hereby agrees to sell to the
Purchaser and the Purchaser hereby agrees to purchase shares of
the Company's Common Stock (the "Shares"), at the per Share
purchase price and as otherwise described in the Notice of Grant.
2. Payment of Purchase Price. The purchase price for the
Shares may be paid by delivery to the Company at the time of
execution of this Agreement of cash, a check, or some combination
thereof.
3. Repurchase Option.
(a) In the event the Purchaser's Continuous Status as
an Employee or Consultant terminates for any or no reason
(including death or disability) before all of the Shares are
released from the Company's Repurchase Option (see Section 4), the
Company shall, upon the date of such termination (as reasonably
fixed and determined by the Company) have an irrevocable,
exclusive option (the "Repurchase Option") for a period of sixty
(60) days from such date to repurchase up to that number of shares
which constitute the Unreleased Shares (as defined in Section 4)
at the original purchase price per share (the "Repurchase Price").
The Repurchase Option shall be exercised by the Company by
delivering written notice to the Purchaser or the Purchaser's
executor (with a copy to the Escrow Holder) AND, at the Company's
option, (i) by delivering to the Purchaser or the Purchaser's
executor a check in the amount of the aggregate Repurchase Price,
or (ii) by cancelling an amount of the Purchaser's indebtedness to
the Company equal to the aggregate Repurchase Price, or (iii) by a
combination of (i) and (ii) so that the combined payment and
cancellation of indebtedness equals the aggregate Repurchase
Price. Upon delivery of such notice and the payment of the
aggregate Repurchase Price, the Company shall become the legal and
beneficial owner of the Shares being repurchased and all rights
and interests therein or relating thereto, and the Company shall
have the right to retain and transfer to its own name the number
of Shares being repurchased by the Company.
(b) Whenever the Company shall have the right to
repurchase Shares hereunder, the Company may designate and assign
one or more employees, officers, directors or shareholders of the
Company or other persons or organizations to exercise all or a
part of the Company's purchase rights under this Agreement and
purchase all or a part of such Shares. If the Fair Market Value
of the Shares to be repurchased on the date of such designation or
assignment (the "Repurchase FMV") exceeds the aggregate Repurchase
Price of such Shares, then each such designee or assignee shall
pay the Company cash equal to the difference between the
Repurchase FMV and the aggregate Repurchase Price of such Shares.
4. Release of Shares From Repurchase Option.
(a) _______________________ percent (______%) of the
Shares shall be released from the Company's Repurchase Option
[one year] after the Date of Grant and __________________
percent (______%) of the Shares [at the end of each month
thereafter], provided that the Purchaser's Continuous Status as an
Employee or Consultant does not terminate prior to the date of any
such release.
(b) Any of the Shares that have not yet been released
from the Repurchase Option are referred to herein as "Unreleased
Shares."
(c) The Shares that have been released from the
Repurchase Option shall be delivered to the Purchaser at the
Purchaser's request (see Section 6).
5. Restriction on Transfer. Except for the escrow
described in Section 6 or the transfer of the Shares to the
Company or its assignees contemplated by this Agreement, none of
the Shares or any beneficial interest therein shall be
transferred, encumbered or otherwise disposed of in any way until
such Shares are released from the Company's Repurchase Option in
accordance with the provi- sions of this Agreement, other than by
will or the laws of descent and distribution.
6. Escrow of Shares.
(a) To ensure the availability for delivery of the
Purchaser's Unreleased Shares upon repurchase by the Company
pursuant to the Repurchase Option, the Purchaser shall, upon
execution of this Agreement, deliver and deposit with an escrow
holder designated by the Company (the "Escrow Holder") the share
certificates representing the Unreleased Shares, together with the
stock assignment duly endorsed in blank, attached hereto as
Exhibit A-2. The Unreleased Shares and stock assignment shall be
held by the Escrow Holder, pursuant to the Joint Escrow
Instructions of the Company and Purchaser attached hereto as
Exhibit A-3, until such time as the Company's Repurchase Option
expires. As a further condition to the Company's obligations
under this Agreement, the Company may require the spouse of
Purchaser, if any, to execute and deliver to the Company the
Consent of Spouse attached hereto as Exhibit A-4.
(b) The Escrow Holder shall not be liable for any act
it may do or omit to do with respect to holding the Unreleased
Shares in escrow while acting in good faith and in the exercise of
its judgment.
(c) If the Company or any assignee exercises the
Repurchase Option hereunder, the Escrow Holder, upon receipt of
written notice of such exercise from the proposed transferee,
shall take all steps necessary to accomplish such transfer.
(d) When the Repurchase Option has been exercised or
expires unexercised or a portion of the Shares has been released
from the Repurchase Option, upon request the Escrow Holder shall
promptly cause a new certificate to be issued for the released
Shares and shall deliver the certificate to the Company or the
Purchaser, as the case may be.
(e) Subject to the terms hereof, the Purchaser shall
have all the rights of a shareholder with respect to the Shares
while they are held in escrow, including without limitation, the
right to vote the Shares and to receive any cash dividends
declared thereon. If, from time to time during the term of the
Repurchase Option, there is (i) any stock dividend, stock split or
other change in the Shares, or (ii) any merger or sale of all or
substantially all of the assets or other acquisition of the
Company, any and all new, substituted or additional securities to
which the Purchaser is entitled by reason of the Purchaser's
ownership of the Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder and included thereafter
as "Shares" for purposes of this Agreement and the Repurchase
Option.
7. Legends. The share certificate evidencing the Shares,
if any, issued hereunder shall be endorsed with the following
legend (in addition to any legend required under applicable state
securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET
FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
8. Adjustment for Stock Split. All references to the
number of Shares and the purchase price of the Shares in this
Agreement shall be appropriately adjusted to reflect any stock
split, stock dividend or other change in the Shares which may be
made by the Company after the date of this Agreement.
9. Tax Consequences. The Purchaser has reviewed with the
Purchaser's own tax advisors the federal, state, local and foreign
tax consequences of this investment and the transactions
contemplated by this Agreement. The Purchaser is relying solely
on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that
the Purchaser (and not the Company) shall be responsible for the
Purchaser's own tax liability that may arise as a result of the
transactions contemplated by this Agreement. The Purchaser
understands that Section 83 of the Internal Revenue Code of 1986,
as amended (the "Code"), taxes as ordinary income the difference
between the purchase price for the Shares and the Fair Market
Value of the Shares as of the date any restrictions on the Shares
lapse. In this context, "restriction" includes the right of the
Company to buy back the Shares pursuant to the Repurchase Option.
The Purchaser understands that the Purchaser may elect to be taxed
at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section
83(b) of the Code with the IRS within 30 days from the date of
purchase. The form for making this election is attached as
Exhibit A-5 hereto.
THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S
SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE
ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
PURCHASER'S BEHALF.
10. General Provisions.
(a) This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules of California.
This Agreement, subject to the terms and conditions of the Plan
and the Notice of Grant, represents the entire agreement between
the parties with respect to the purchase of the Shares by the
Purchaser. Subject to Section 15(c) of the Plan, in the event of
a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the terms and conditions
of the Plan shall prevail. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in
this Agreement.
(b) Any notice, demand or request required or permitted
to be given by either the Company or the Purchaser pursuant to the
terms of this Agreement shall be in writing and shall be deemed
given when delivered personally or deposited in the U.S. mail,
First Class with postage prepaid, and addressed to the parties at
the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by
notifying the other in writing.
Any notice to the Escrow Holder shall be sent to the
Company's address with a copy to the other party hereto.
(c) The rights of the Company under this Agreement
shall be transferable to any one or more persons or entities, and
all covenants and agreements hereunder shall inure to the benefit
of, and be enforceable by the Company's successors and assigns.
The rights and obligations of the Purchaser under this Agreement
may only be assigned with the prior written consent of the
Company.
(d) Either party's failure to enforce any provision of
this Agreement shall not in any way be construed as a waiver of
any such provision, nor prevent that party from thereafter
enforcing any other provision of this Agreement. The rights
granted both parties hereunder are cumulative and shall not
constitute a waiver of either party's right to assert any other
legal remedy available to it.
(e) The Purchaser agrees upon request to execute any
further documents or instruments necessary or desirable to carry
out the purposes or intent of this Agreement.
(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY
CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE
COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING
SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR
CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE PURCHASER'S RELATIONSHIP AS AN EMPLOYEE OR CONSULTANT
AT ANY TIME, WITH OR WITHOUT CAUSE.
By Purchaser's signature below, Purchaser represents that he
or she is familiar with the terms and provisions of the Plan, and
hereby accepts this Agreement subject to all of the terms and
provisions thereof. Purchaser has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Purchaser agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising
under the Plan or this Agreement. Purchaser further agrees to
notify the Company upon any change in the residence indicated in
the Notice of Grant.
DATED: _____________________
PURCHASER: CIRRUS LOGIC, INC.
Signature By
Print Name Title
EXHIBIT A-2
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, __________________________, hereby
sell, assign and transfer unto ______________________________
(__________) shares of the Common Stock of Cirrus Logic, Inc.
standing in my name of the books of said corporation represented
by Certificate No. _____ herewith and do hereby irrevocably
constitute and appoint __________________ to transfer the said
stock on the books of the within named corporation with full power
of substitution in the premises.
This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement (the "Agreement") between
Cirrus Logic, Inc. and the undersigned dated ______________,
19__.
Dated: _______________, 19
Signature:______________________________
INSTRUCTIONS: Please do not fill in any blanks other than the
signature line. The purpose of this assignment is to enable the
Company to exercise the Repurchase Option, as set forth in the
Agreement, without requiring additional signatures on the part of
the Purchaser.
EXHIBIT A-3
JOINT ESCROW INSTRUCTIONS
_______________, 199__
Corporate Secretary
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538
Dear :
As Escrow Agent for both Cirrus Logic, Inc., a California
corporation (the "Company"), and the undersigned purchaser of
stock of the Company (the "Purchaser"), you are hereby authorized
and directed to hold the documents delivered to you pursuant to
the terms of that certain Restricted Stock Purchase Agreement
("Agreement") between the Company and the undersigned, in
accordance with the following instructions:
1. In the event the Company and/or any assignee of the
Company (referred to collectively as the "Company") exercises the
Company's Repurchase Option set forth in the Agreement, the
Company shall give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said
notice.
2. At the closing, you are directed (a) to date the stock
assignments necessary for the transfer in question, (b) to fill in
the number of shares being transferred, and (c) to deliver same,
together with the certificate evidencing the shares of stock to be
transferred, to the Company or its assignee, against the
simultaneous delivery to you of the purchase price (by cash, a
check, or some combination thereof) for the number of shares of
stock being purchased pursuant to the exercise of the Company's
Repurchase Option.
3. Purchaser irrevocably authorizes the Company to deposit
with you any certificates evidencing shares of stock to be held by
you hereunder and any additions and substitutions to said shares
as defined in the Agreement. Purchaser does hereby irrevocably
constitute and appoint you as Purchaser's attorney-in-fact and
agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein
contemplated, including but not limited to the filing with any
applicable state blue sky authority of any required applications
for consent to, or notice of transfer of, the securities. Subject
to the provisions of this paragraph 3, Purchaser shall exercise
all rights and privileges of a shareholder of the Company while
the stock is held by you.
4. Upon written request of the Purchaser, but no more than
once per calendar year, unless the Company's Repurchase Option has
been exercised, you shall deliver to Purchaser a certificate or
certificates representing so many shares of stock as are not then
subject to the Company's Repurchase Option. Within 90 days after
Purchaser's Continuous Status as an Employee or Consultant
terminates, you shall deliver to Purchaser a certificate or
certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company
or its assignees pursuant to exercise of the Company's Repurchase
Option.
5. If at the time of termination of this escrow you should
have in your possession any documents, securities, or other
property belonging to Purchaser, you shall deliver all of the same
to Purchaser and shall be discharged of all further obligations
hereunder.
6. Your duties hereunder may be altered, amended, modified
or revoked only by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall
be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have
been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to
do hereunder as Escrow Agent or as attorney-in-fact for Purchaser
while acting in good faith, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.
8. You are hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other
person or corporation, excepting only orders or process of courts
of law, and are hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. In case you obey
or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been
entered without jurisdiction.
9. You shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or
delivering or purporting to execute or deliver the Agreement or
any documents or papers deposited or called for hereunder.
10. You shall not be liable for the outlawing of any rights
under the statute of limitations with respect to these Joint
Escrow Instructions or any documents deposited with you.
11. You shall be entitled to employ such legal counsel and
other experts as you may deem necessary properly to advise you in
connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable
compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be an officer or agent of the
Company or if you shall resign by written notice to each party.
In the event of any such termination, the Company shall appoint a
successor Escrow Agent.
13. If you reasonably require other or further instruments
in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.
14. It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or right of
possession of the securities held by you hereunder, you are
authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or
judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but you shall
be under no duty whatsoever to institute or defend any such
proceedings.
15. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States Post
Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled
at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the
other parties hereto.
COMPANY: Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538
PURCHASER:
_________________________
_________________________
ESCROW AGENT: Corporate Secretary
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538
16. By signing these Joint Escrow Instructions, you become a
party hereto only for the purpose of said Joint Escrow
Instructions; you do not become a party to the Agreement.
17. This instrument shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and
permitted assigns.
18. These Joint Escrow Instructions shall be governed by,
and construed and enforced in accordance with, the internal
substantive laws, but not the choice of law rules, of California.
Very truly yours,
CIRRUS LOGIC, INC.
By
Title
PURCHASER:
Signature
Print Name
ESCROW AGENT:
_____________________________________ Corporate Secretary
EXHIBIT A-4
CONSENT OF SPOUSE
I, ____________________, spouse of ___________________, have
read and approve the foregoing Restricted Stock Purchase Agreement
(the "Agreement"). In consideration of the Company's grant to my
spouse of the right to purchase shares of Cirrus Logic, Inc., as
set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under
the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or
any shares issued pursuant thereto under the community property
laws or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the
foregoing Agreement.
Dated: _______________, 19
__________________________________________
Signature of Spouse
EXHIBIT A-5
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended, to include in
taxpayer's gross income for the current taxable year the amount of
any compensation taxable to taxpayer in connection with his or her
receipt of the property described below:
1. The name, address, taxpayer identification number and taxable
year of the undersigned are as follows:
NAME: TAXPAYER: SPOUSE:
ADDRESS:
IDENTIFICATION NO.: TAXPAYER: SPOUSE:
TAXABLE YEAR:
2. The property with respect to which the election is made is
described as follows: _____ shares (the "Shares") of the Common
Stock of Cirrus Logic, Inc. (the "Company").
3. The date on which the property was transferred is: ____, 19__.
4. The property is subject to the following restrictions:
The Shares may be repurchased by the Company, or its assignee,
upon certain events. This right lapses with regard to a
portion of the Shares based on the continued performance of
services by the taxpayer over time.
5. The fair market value at the time of transfer, determined
without regard to any restriction other than a restriction
which by its terms will never lapse, of such property is:
$_______________.
6. The amount (if any) paid for such property is:
$_______________.
The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the
undersigned's receipt of the above-described property. The
transferee of such property is the person performing the services
in connection with the transfer of said property.
The undersigned understands that the foregoing election may not be
revoked except with the consent of the Commissioner.
Dated: ___________________, 19____
_________________________________________________
Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated: ___________________, 19____
_________________________________________________
Spouse of Taxpayer