MIPS TECHNOLOGIES, INC.
NON-U.S. STOCK PURCHASE PLAN
The following constitutes the provisions of the MIPS Technologies, Inc.
Non-U.S. Stock Purchase Plan.
1. PURPOSE. The purpose of the Plan is to provide non-U.S. employees and
consultants of the Company and its Designated Subsidiaries with an opportunity
to purchase Common Stock of the Company through cash contributions. It is
believed that employee participation in ownership of the Company on this basis
will be to the mutual benefit of the employees, consultants and the Company.
2. DEFINITIONS.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the Common Stock, $0.001 par value, of the
Company.
"Company" means MIPS Technologies, Inc.
"Committee" means the committee appointed by and serving at the
pleasure of the Board to administer the Plan pursuant to Section 14.
"Compensation" means base pay and consulting fees, plus any amounts
attributable to overtime, shift premium, incentive compensation, bonuses
and commissions (exclusive of "spot bonuses" and any other such item
specifically directed for all Employees by the Board or a committee),
designated by the Board, but shall exclude severance pay, pay in lieu of
vacations, back pay awards, disability benefits, deferred compensation, or
any other compensation excluded in the discretion of the Board.
Compensation shall be determined before giving effect to any salary
reduction agreement pursuant to a qualified cash or deferred arrangement
within the meaning of Section 401(k) of the Code or to any similar
reduction agreement pursuant to any cafeteria plan (within the meaning of
Section 125 of the Code).
"Consultant" means any person, including an advisor, engaged by the
Company or a parent or Designated Subsidiary to render services to such
entity.
"Continuous Status as an Employee or Consultant" shall mean the
absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a
period of not more than 90 days or re-employment upon the expiration of
such leave is guaranteed by contract or statute.
"Contributions" means an Employee's payroll deduction, a Consultant's
invoice deductions or any participant's cash contributions made to the Plan
during an Offering Period in order to purchase shares.
"Designated Subsidiaries" means the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
"Employee" means any person, including an officer, who is employed by
the Company or one of its Designated Subsidiaries.
"Exercise Date" means the last business day of each Exercise Period in
an Offering Period.
"Exercise Period" means a six-month period commencing on an Offering
Date or on the first business day after any Exercise Date in an Offering
Period.
"Offering Date" means the first day of each Offering Period of the
Plan.
"Offering Period" means a period of twenty-four (24) months consisting
of four six-month Exercise Periods during which options granted pursuant to
the Plan may be exercised.
"Plan" means the MIPS Technologies, Inc. Employee Stock Purchase Plan.
"Subsidiary" means any corporation, domestic or foreign, in which the
Company owns, directly or indirectly, 50% or more of the voting shares.
3. ELIGIBILITY.
(a) Any person who is an Employee or Consultant, as defined in
paragraph 2, on the Offering Date of a given Offering Period (or as
otherwise determined by the Board or the Committee ) shall be eligible to
participate in such Offering Period under the Plan, subject to the
requirements of paragraph 5(a) and the limitations imposed by Section
423(b) of the Code.
(b) Notwithstanding any provisions of the Plan to the contrary, no
Employee or Consultant shall be granted an option under the Plan if (i)
immediately after the grant, such Employee or Consultant (or any other
person whose stock ownership would be attributed to such Employee or
Consultant pursuant to Section 424(d) of the Code) would own shares and/or
hold outstanding options to purchase shares possessing five percent (5%) or
more of the total combined voting power or value of all classes of shares
of the Company or of any subsidiary of the Company, or (ii) the rate of
Contributions under such option would permit the employee's or consultant's
rights to purchase shares under all stock purchase plans (including those
described in Section 423 of the
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Code) of the Company and its subsidiaries to accrue (i.e., become
exercisable) at a rate which exceeds Twenty-Five Thousand Dollars ($25,000)
of fair market value of such shares (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any
time.
(c) Upon reemployment of a former Employee, such former Employee will
again be eligible to participate in the Plan, subject to the requirements
of Paragraph 5(a) and the limitations imposed by Section 423(b) of the
Code.
4. OFFERING PERIODS. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on or about each May 1 or November
1, provided, however, that the Offering Date of the initial Offering Period
shall be June 10, 1998. If the Company cannot make an offer under the Plan on or
about any May 1 or November 1 because of restrictions imposed by law, the
Company may make an offer as soon as practical after the expiration of such
restrictions. The Board or the Committee shall have the power to change the
duration of Offering Periods with respect to future offerings without
stockholder 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 or Consultant may become a participant in the
Plan by completing a subscription agreement authorizing payroll deductions
or Consultant's invoice deductions on the form provided by the Company and
filing it with the Company's payroll office or other appropriate department
of the Company prior to the Offering Date of the first Offering Period with
respect to which it is to be effective, unless a later time for filing the
subscription agreement is set by the Board or Committee with respect to
such Offering Period. In addition, the Board or Committee may allow a
participant to pay by check in addition to or in substitution for payroll
or invoice deductions; provided, however, that the aggregate Contributions
for the Offering Period and each Exercise Period is not in excess of 10
percent (10%) of the participant's Compensation for the relevant period.
Once enrolled, the Employee or Consultant remains enrolled in each
subsequent Offering Period of the Plan at the designated deduction amount
unless the Employee or Consultant withdraws by providing the Company with a
written Notice of Withdrawal or files a new subscription agreement prior to
the applicable Offering Date changing the Employee's or Consultant's
designated payroll or invoice deduction. An eligible Employee or Consultant
may participate in only one Offering Period at a time.
(b) Payroll or invoice deductions for a participant shall commence
with the first payroll period following the Offering Date, or the first
payroll following the date of valid filing of the subscription agreement,
or the first invoice submitted after the valid filing of the subscription
agreement, whichever is later, and shall end when terminated by the
participant as provided in paragraph 10.
6. PAYROLL DEDUCTIONS.
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(a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll or invoice deductions made on each
payday during all subsequent Offering Periods at a rate not exceeding ten
percent (10%), or such other rate as may be determined from time to time by
the Board, of the Compensation which he or she would otherwise receive
during such Offering Period without regard to deferral elections, provided
that the aggregate Contributions during any Offering Period and any
Exercise Period shall not exceed ten percent (10%), or such other
percentage as may be determined from time to time by the Board, of the
aggregate Compensation which he or she would otherwise have received during
said Offering Period. Notwithstanding the foregoing, for the initial
Offering Period commencing on June 10, 1998, payroll deductions will not
commence until the first payday following the date that the registration
statement for the initial public offering of the Common Stock becomes or is
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933 (the "IPO Effective Date"). The amount of initial
payroll or invoice deductions in the period from June 10, 1998 to the IPO
Effective Date will, upon authorization by the participant, be deducted in
two substantially equal payments during the first two payroll periods
immediately following the IPO Effective Date and, thereafter, payroll or
invoice deductions will be made at the rate authorized by the participant
in his or her initial subscription agreement.
(b) All Contributions authorized by a participant shall be credited to
his or her account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his or her participation in the Plan
as provided in paragraph 10, or may change the rate of his or her
Contributions during an Offering Period by completing and filing with the
Company a new authorization for a new level of Contributions, provided that
the Board may, in its discretion, impose reasonable and uniform
restrictions on participants' ability to change the rate of Contributions.
The change in rate shall be effective no later than fifteen (15) days
following the Company's receipt of the new authorization. A participant may
decrease or increase the amount of his or her Contributions as of the
beginning of an Offering Period by completing and filing with the Company,
prior to the beginning of such Offering Period, a new subscription
agreement.
(d) Notwithstanding the foregoing, to the extent necessary, but only
to such extent, to comply with Section 423(b)(8) of the Code and paragraph
3(b) herein, a participant's rate of Contributions may be automatically
decreased to 0% at such time during any Exercise Period which is scheduled
to end in the current calendar year that the aggregate of all a
participant's Contributions accumulated with respect to the applicable
Offering Period and any other Offering Period ending within the same
calendar year equals $25,000. Contributions shall recommence at the rate
provided in such participant's subscription agreement at the beginning of
the next succeeding Exercise Period, unless terminated by the participant
as provided in paragraph 10.
7. GRANT OF OPTION.
(a) On each Offering Date (or on such later date specifically
authorized by the Board or the Committee), each participant shall be
granted an option to purchase on each Exercise
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Date (at the per share option price) a number of full shares of Common
Stock arrived at by dividing such participant's total Contributions to be
accumulated prior to such Exercise Date and retained in the participant's
account as of the Exercise Date by the lower of (i) eighty-five percent
(85%) of the fair market value of a share of Common Stock at the Offering
Date, or (ii) eighty-five percent (85%) of the fair market value of a share
of Common Stock at the Exercise Date; provided, however, that the maximum
number of shares a participant may purchase during each Offering Period
shall be determined by (i) dividing $50,000 by the fair market value of a
share of Common Stock on the Offering Date or (ii) if less, by the "Maximum
Cap" set for such Offering Period; and provided further that such purchase
shall be subject to the limitations set forth in paragraphs 3(b) and 12
hereof. The "Maximum Cap" for each Offering Period shall be the number of
shares purchasable under the Plan during that Offering Period with the
maximum Contributions permitted by paragraph 6(a) hereof, based upon the
fair market value of a share of Common Stock at the beginning of the
Offering Period. The fair market value of a share of Common Stock shall be
determined as provided in paragraph 7(b) herein.
(b) The option price per share of such shares shall be the lower of:
(i) eighty-five percent (85%) of the fair market value of a share of Common
Stock at the Offering Date; or (ii) eighty-five percent (85%) of the fair
market value of a share of Common Stock at the Exercise Date. The fair
market value of a share of Common Stock on said dates shall be determined
by the Board, based upon such factors as the Board determines relevant;
provided, however, that if there is a public market for the Common Stock,
the fair market value of a share of Common Stock on a given date shall be
the reported bid price for the Common Stock as of such date; or, in the
event that the Common Stock is listed on a national securities exchange,
the fair market value of a share of Common Stock shall be the closing sales
price of a share of Common Stock on the exchange as of such date.
8. EXERCISE OF OPTION.
(a) Unless a participant withdraws from the Offering Period as
provided in paragraph 10, his or her option for the purchase of shares will
be exercised automatically at each Exercise Date, and the maximum number of
full shares subject to option will be purchased at the applicable option
price with the accumulated payroll or invoice deductions in his or her
account. The shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Exercise Date.
(b) During his or her lifetime, a participant's option to purchase
shares hereunder is exercisable only by the participant.
(c) The Board may require, as a condition precedent to any purchase
under the Plan, appropriate arrangements with the participant for the
withholding of any applicable Federal, state, local or foreign withholding
or other taxes.
9. DELIVERY. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange for the shares purchased upon
exercise of his or her option to be
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electronically credited to the participant's designated brokerage account at one
of the securities brokerage firms participating in the Company's direct deposit
program from time to time. Any cash remaining to the credit of a participant's
account under the Plan after a purchase by him or her of shares at the Exercise
Date of each Offering Period which merely represents a fractional share shall be
credited to the participant's account for the next subsequent Offering Period;
any additional cash shall be returned to said participant.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A participant may withdraw all, but not less than all, the
Contributions credited to his or her account under the Plan at any time
prior to an Exercise Date by giving written notice to the Company on a form
provided for such purpose. If the participant withdraws from the Offering
Period, all of the participant's Contributions credited to his or her
account will be paid to the participant as soon as practicable after
receipt of the notice of withdrawal and his or her option for the current
Offering Period will be automatically canceled, and no further
Contributions for the purchase of shares will be allowed during such
Offering Period or subsequent Offering Periods, except pursuant to a new
subscription agreement filed in accordance with paragraph 6 hereof.
(b) Upon termination of the participant's Continuous Status as an
Employee or Consultant prior to an Exercise Date of an Offering Period for
any reason, including retirement or death, the Contributions accumulated in
his or her account will be returned to him or her as soon as practicable
after such termination or, in the case of death, to the person or persons
entitled thereto under paragraph 14, and his or her option will be
automatically canceled.
(c) In the event an Employee or Consultant fails to remain in
Continuous Status as an Employee or Consultant of the Company for at least
twenty (20) hours per week during an Offering Period in which the employee
or consultant is a participant, he or she will be deemed to have elected to
withdraw from the Plan, and the Contributions credited to his or her
account will be returned to the participant and the option canceled.
(d) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in a succeeding
Offering Period by executing and delivering to the Company a new
subscription agreement or in any similar plan which may hereafter be
adopted by the Company.
11. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. In the event that the
fair market value of the Common Stock is lower on the first day of an Exercise
Period (the "Subsequent Exercise Period") than it was on the first Offering Date
for that Offering Period (the "Initial Offering Period"), all participants in
the Plan on the first day of the Subsequent Exercise Period shall be deemed to
have withdrawn from the Initial Offering Period on the first day of the
Subsequent Exercise Period and to have enrolled as participants in a new
Offering Period which begins on or about that day. A participant may elect to
remain in the Initial Offering Period by filing a written statement declaring
such election with the Company prior to the time of the automatic change to the
new Offering Period.
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12. INTEREST. No interest shall accrue on the payroll or invoice deductions
of a participant in the Plan.
13. STOCK.
(a) Subject to adjustment upon changes in capitalization of the
Company as provided in paragraph 19, the maximum number of shares of Common
Stock which shall be reserved for sale under the Plan shall be 60,000
shares.
If the total number of shares which would otherwise be subject to options
granted pursuant to paragraph 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 and equitable a manner as is
practicable. In such event, the Company shall give written notice of such
reduction of the number of shares subject to the option to each participant
affected thereby and shall return any excess funds accumulated in each
participant's account as soon as practicable after the affected Exercise Date of
such Offering Period. Common Stock to be sold to participants in the Plan may
be, at the election of the Company, either treasury shares or shares authorized
but unissued.
(b) A participant will have no interest or voting rights in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
credited electronically to a brokerage account in the name of the
participant at one of the brokerage firms participating from time to time
in the Company's direct deposit program.
14. ADMINISTRATION. The Plan shall be administered by the Board or the
Committee. The Board or the Committee shall have the authority to (i) make all
factual determinations in the administration or interpretation of the Plan, (ii)
establish administrative regulations to further the purpose of the Plan, and
(iii) take any other action desirable or necessary to interpret, construe or
implement properly the provisions of the Plan. The administration,
interpretation or application of the Plan by the Board or the Committee shall be
final, conclusive and binding upon all participants. Members of the Board or the
Committee who are eligible Employees are permitted to participate in the Plan,
provided that:
(a) Members of the Board who 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 participates in the Plan may be a member of the Committee.
15. DESIGNATION OF BENEFICIARY.
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(a) A participant may file a written designation of a beneficiary who
is to receive shares and/or cash, if any, from the participant's account
under the Plan in the event of such participant's death at a time when cash
or shares are held for his or her account.
(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
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 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
reasonably designate.
16. RIGHTS NOT TRANSFERABLE. Neither Contributions 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 15 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.
17. USE OF FUNDS. All Contributions 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 Contributions.
18. REPORTS. Individual accounts will be maintained for each participant in
the Plan. Statements of account will be given to participating Employees as soon
as practicable following each Exercise Date. Such statements will set forth the
amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.
19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders 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, 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 option.
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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
(the "Successor Corporation"). In the event that the Successor Corporation
refuses to assume or substitute for the option, any Exercise Periods then in
progress shall be shortened by setting a new Exercise Date (the "New Exercise
Date") and any Offering Periods then in progress shall end on the New Exercise
Date. The New Exercise Date shall be before the date of the Company's proposed
sale or merger. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.
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.
20. AMENDMENT OR TERMINATION. The Board may at any time and for any reason
terminate or amend the Plan. Except as provided in paragraph 19 and this
paragraph 20, no such termination will affect options previously granted. Except
as provided in paragraph 19 and this paragraph 20, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant.
In the event the Board determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Board may, in
its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequence including, but not
limited to:
(a) altering the purchase price for any Offering Period including an
Offering Period underway at the time of the change in purchase price;
(b) shortening any Offering Period so that Offering Period ends on a
new Exercise Date, including an Offering Period underway at the time of the
Board action; and
(c) allocating shares.
Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.
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21. NOTICES. All notices or other communications by a participant to the
Company 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. Notices given electronically
by the Company will be deemed to be written notices under the Plan.
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, if required by applicable
securities laws, the Company may require the participant for whose account the
option is being exercised to represent and warrant at the time of 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. NO RIGHT TO EMPLOYMENT. Nothing shall confer upon any employee or
consultant of the Company any right to continued employment or consultancy with
the Company or interfere in any way with the right of the Company to terminate
the employment or consultancy of any of its employees or consultants at any
time, with or without cause.
24. TERM OF PLAN. The Plan shall remain in effect until terminated in
accordance with Paragraph 20.
25. GOVERNING LAW. All rights and obligations under the Plan shall be
construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of laws.
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MIPS Technologies Inc. NON-U.S. EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
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EMPLOYEE LAST NAME FIRST NAME MI SOCIAL SECURITY # EMPLOYEE #
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DAYTIME TELEPHONE NUMBER OFFICE LOCATION
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|_| ORIGINAL APPLICATION |_| CHANGE
1. I hereby elect to participate in each Offering Period of the MIPS
Technologies Inc. Non-U.S. Employee Stock Purchase Plan (the "Plan")
beginning subsequent to the date set forth below and subscribe to purchase
shares of Common Stock of MIPS Technologies Inc. (the "Company") in
accordance with this Agreement and the Plan.
2. I hereby authorize payroll and/or invoice deductions from each paycheck
and/or invoice during each Offering Period in the amount of (1% to 10%,
whole percentages only) ____________% of my compensation (including base
pay, consulting fees and, to the extent applicable, any amounts
attributable to overtime, shift premium, incentive compensation, bonuses
and commissions) in accordance with the Plan.
3. I understand that the deductions will not begin until after the closing
date of the initial public offering of the Company's Common Stock (the
"Closing Date"). The Company will notify me when payroll deductions will
begin and I will be given the opportunity to withdraw from the Plan. If I
elect to continue participation in the Plan, payroll deductions for the
period from June 10, 1998 until the Closing Date will be made up in equal
installments over the first two payroll periods.
4. I understand that said deductions shall be accumulated for the purchase of
shares in accordance with the Plan, and that shares will be purchased for
me automatically at the end of each six-month Exercise Period unless I
withdraw from the Plan by giving written notice to the Company. I authorize
the Company to carry over to the next Exercise Period or Offering Period
any cash insufficient to purchase a share of Common Stock.
5. I have received a copy of the Company's most recent prospectus which
describes the Plan and a copy of the complete "MIPS Technologies Inc.
Employee Stock Purchase Plan." I understand that my participation in the
Plan is in all respects subject to the terms of the Plan.
6. I hereby agree to be bound by the terms of the Plan. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate
in the Plan.
7. In the event of my death, I hereby designate my beneficiary to receive all
payments and shares due me under the Plan.
8. I agree that the shares I purchase through the MIPS Technologies Inc.
Employee Stock Purchase Plan (ESPP) will be electronically transferred to a
brokerage firm for credit to an account set up under my name. Broker
selection will be forthcoming and be announced in an additional
communication.
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Employee Signature Date
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Employee Signature Date
PLEASE RETURN FORM TO Trish Leeper / HR
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