Exhibit 10.18
________________________________________________________________________________
VIRAGE LOGIC CORPORATION
NOTICE OF GRANT OF STOCK OPTION ID: 77-0416232
47100 Bayside Parkway
Fremont, CA 94538
________________________________________________________________________________
JAMES J. ENSELL OPTION NUMBER: 000945
47100 BAYSIDE PARKWAY PLAN: 2002
FREMONT, CA US 94538
________________________________________________________________________________
Effective 10/20/2003 ("the Grant Date"), you have been granted a(n) Incentive
Stock Option to buy 44,444 shares of Common Stock of Virage Logic Corporation
("the Company") under the Company's 2002
Equity Incentive Plan ("the Plan") at an exercise price of $9.00000 per share.
The total exercise price for the shares covered by this option is $399,996.00.
Subject to the Plan, the shares covered by this option will vest (become
exercisable) as set forth below.
<Table>
<Caption>
Shares Vest Type Full Vest Expiration
------ ------------- ---------- ----------
9,524 On Vest Date 10/13/2004 10/20/2013
1,587 Monthly 12/13/2004 10/20/2013
11,111 Monthly 12/13/2005 10/20/2013
11,111 Monthly 12/13/2006 10/20/2013
11,111 Monthly 12/13/2007 10/20/2013
</Table>
Shares that vest "On Vest Date" will become exercisable on the date indicated
under "Full Vest." Shares that vest "Monthly" will become exercisable in equal
monthly installments, each on the monthly anniversary of the date indicated
under "Full Vest."
The option expires on the date indicated in the table above under "Expiration."
The option is governed by the terms of the Plan and we encourage you to
carefully review the Plan, a copy of which is attached to the Notice of Grant.
You should also review the Prospectus for the Plan dated March 8, 2002. By
signing the Notice of Grant, you accept, and agree to be bound by, all terms
and conditions of the Plan and this Notice of Grant.
If you decide to purchase shares under this option, you will be required to
submit a completed exercise agreement on a form approved by the Company,
together with payment for the shares. You may pay for the shares (plus any
associated withholding taxes) using cash, a check, a wire transfer or any other
form of payment listed in section 6.4(b), 6.4(c)(i) and (ii) of the Plan and
permitted by the Administrator at the time you wish to exercise. Shares
available under this option must be purchased, if at all, no later than the
Expiration Date.
/s/ James R. Pekarsky 11/13/03
_____________________________________________ ____________________________
Virage Logic Corporation Date
/s/ James J. Ensell 11/13/03
_____________________________________________ ____________________________
James J. Ensell Date
Date: 11/13/2003
VIRAGE LOGIC CORPORATION
NOTICE OF GRANT OF STOCK OPTION ID:77-0416232
47100 Bayside Parkway
Fremont, CA 94538
JAMES J. ENSELL OPTION NUMBER: 000946
47100 BAYSIDE PARKWAY PLAN: 2002
FREMONT, CA US 94538
Effective 10/20/2003 ("the Grant Date"), you have been granted a(n)
Non-Qualified Stock Option to buy 155,556 shares of Common Stock of Virage
Logic Corporation ("the Company") under the Company's 2002 Equity Incentive
Plan ("the Plan") at an exercise price of $9.00000 per share.
The total exercise price for the shares covered by this option is $1,400,004.00.
Subject to the Plan, the shares covered by this option will vest (become
exercisable) as set forth below.
<Table>
<Caption>
Shares Vest Type Full Vest Expiration
- ------ --------- --------- ----------
40,476 On Vest Date 10/13/2004 10/20/2013
6,746 Monthly 12/13/2004 10/20/2013
38,889 Monthly 12/13/2005 10/20/2013
38,889 Monthly 12/13/2006 10/20/2013
30,556 Monthly 10/13/2007 10/20/2013
</Table>
Shares that vest "On Vest Date" will become exercisable on the date indicated
under "Full Vest." Shares that vest "Monthly" will become exercisable in equal
monthly installments, each on the monthly anniversary of the date indicated
under "Full Vest."
The option expires on the date indicated in the table above under "Expiration."
The option is governed by the terms of the Plan and we encourage you to
carefully review the Plan, a copy of which is attached to the Notice of Grant.
You should also review the Prospectus for the Plan dated March 8, 2002. By
signing the Notice of Grant, you accept, and agree to be bound by, all terms and
conditions of the Plan and this Notice of Grant.
If you decide to purchase shares under this option, you will be required to
submit a completed exercise agreement on a form approved by the Company,
together with payment for the shares. You may pay for the shares (plus any
associated withholding taxes) using cash, a check, a wire transfer or any other
form of payment listed in section 6.4(b), 6.4(c)(i) and (ii) of the Plan and
permitted by the Administrator at the time you wish to exercise. Shares
available under this option must be purchased, if at all, no later than the
Expiration Date.
/s/ James R. Pekarsky 11/13/03
- ---------------------- -------------------------
Virage Logic Corporation Date
/s/ James J. Ensell 11/13/03
- ---------------------- -------------------------
James. J. Ensell Date
Addendum to October 20, 2003 Notice of Grant
James J. Ensell
Option Number: 945 ISO 44,444 shares
Option Number: 946 NQ 155,556 shares
In the event the Company is subject to a "Change of Control", as defined in the
2002 Equity Incentive Plan, within the first year of your employment and you
are involuntarily terminated in connection with that Change of Control, 50,000
shares, of your 200,000 share new hire option grant, will immediately vest and
become exercisable in accordance with the option agreement upon your
termination.